Common use of Sole Dominion and Control Clause in Contracts

Sole Dominion and Control. Each of the parties hereto acknowledges and agrees that the IMH Collection Account is subject to the sole dominion, control and discretion of Agent, its authorized agents or designees, including Cash Management Agent or any servicer appointed by Agent, subject to, and consistent with, the terms hereof. Neither Borrower nor any Borrower Subsidiary shall have the right of withdrawal with respect to the IMH Collection Account except with the prior written consent of Agent. Cash Management Agent shall have the LEGAL_US_E # 92369237.14 obligation to comply with the instructions originated by Agent hereunder or in any other writing furnished by Agent with respect to the disposition of funds in the IMH Collection Account without the further consent of Borrower, any Borrower Subsidiary or any other Person, subject to concurrent written notice to Borrower; provided, that, Agent’s failure to deliver such concurrent written notice to Borrower shall not vitiate Cash Management Agent’s obligation to comply with the written instructions originated by Agent to the extent consistent with this Agreement. Cash Management Agent shall comply with all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Agent directing transfer or redemptions of any financial asset relating to the IMH Collection Account without further consent by Borrower, any Borrower Subsidiary or any other Person.