Common use of Control; Precedence of Instructions Clause in Contracts

Control; Precedence of Instructions. Until the Termination Date, the Collateral Agent shall have “control” (within the meaning of Section 8--106(d)(2) or Section 9--104(a) (as applicable) of the UCC) of the Accounts and the Authority’’s “security entitlements” (within the meaning of Section 8--102(a)(17) of the UCC, each a “Security Entitlement”) with respect to the financial assets credited to the Accounts. The Parties hereby irrevocably direct, and each Depositary Bank (in its capacity as a Securities Intermediary and as a deposit bank) hereby agrees, that it will comply with all instructions and orders from the Collateral Agent (including Entitlement Orders within the meaning of Section 8--102(a)(8) of the UCC) regarding each Account and any financial or other asset therein without the further consent of any other Person; provided, however, that, following the Release Date, so long as no Default or Event of Default (each as defined under the Sale Agreement) shall have occurred and subject to Section 3.2, the Depositary Bank shall comply with all written instructions by orthe Authority (or by the Calculation Agent as agent on behalf of the Authority pursuant to Section 3.2) in respect of the Authority PSL-Sourced Proceeds Account after the PSL Cost and Expense Reserve Trigger Date with respect to transfers of amounts to the PSL Costs and Expense subaccount without the further consent of the Servicer, the Trust, the Calculation Agent, the Collateral Agent or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Servicer, the Calculation Agent, the Trust, the Authority or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail. The Collateral Agent, the Trust, the Authority, the Calculation Agent, and Servicer each hereby agree that it shall not deliver any notices or instructions to any Depositary Bank with respect to transfers to or from the Accounts except as expressly permitted or required under this Agreement or the Sale Documents.

Control; Precedence of Instructions. Until the Termination Date, the Collateral Agent shall have “control” (within the meaning of Section 8--106(d)(2106(d)(2) or Section 9--104(a104(a) (as applicable) of the UCC) of the Accounts and the Authority’’s “security entitlements” (within the meaning of Section 8--102(a)(17102(a)(17) of the UCC, each a “Security Entitlement”) with respect to the financial assets credited to the Accounts. The Parties hereby irrevocably direct, and each Depositary Bank (in its capacity as a Securities Intermediary and as a deposit bank) hereby agrees, that it will comply with all instructions and orders from the Collateral Agent (including Entitlement Orders within the meaning of Section 8--102(a)(8102(a)(8) of the UCC) regarding each Account and any financial or other asset therein without the further consent of any other Person; provided, however, that, following the Release Date, so long as no Default or Event of Default (each as defined under the Sale Agreement) shall have occurred and subject to Section 3.2, the Depositary Bank shall comply with all written instructions by orthe the Authority (or by the Calculation Agent as agent on behalf of the Authority pursuant to Section 3.2) in respect of the Authority PSL-Sourced Proceeds Account after the PSL Cost and Expense Reserve Trigger Date with respect to transfers of amounts to the PSL Costs and Expense subaccount without the further consent of the Servicer, the Trust, the Calculation Agent, the Collateral Agent or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Servicer, the Calculation Agent, the Trust, the Authority or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail. The Collateral Agent, the Trust, the Authority, the Calculation Agent, and Servicer each hereby agree that it shall not deliver any notices or instructions to any Depositary Bank with respect to transfers to or from the Accounts except as expressly permitted or required under this Agreement or the Sale Documents.

Control; Precedence of Instructions. Until the Termination Date, the Collateral Agent shall have “control” (within the meaning of Section 8--106(d)(2106(d)(2) or Section 9--104(a104(a) (as applicable) of the UCC) of the Accounts and the Authority’’s “security entitlements” (within the meaning of Section 8--102(a)(17102(a)(17) of the UCC, each a “Security Entitlement”) with respect to the financial assets credited to the Accounts. The Parties hereby irrevocably direct, and each Depositary Bank (in its capacity as a Securities Intermediary and as a deposit bank) hereby agrees, that it will comply with all instructions and orders from the Collateral Agent (including Entitlement Orders within the meaning of Section 8--102(a)(8102(a)(8) of the UCC) regarding each Account and any financial or other asset therein without the further consent of any other Person; provided, however, that, following the Release Date, so long as no Default or Event of Default (each as defined under the Sale Agreement) shall have occurred and subject to Section 3.2, the Depositary Bank shall comply with all written instructions by orthe Authority (or by the Calculation Agent as agent on behalf of the Authority pursuant to Section 3.2) in respect of the Authority PSL-Sourced Proceeds Account after the PSL Cost and Expense Reserve Trigger Date with respect to transfers of amounts to the PSL Costs and Expense subaccount without the further consent of the Servicer, the Trust, the Calculation Agent, the Collateral Agent or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Servicer, the Calculation Agent, the Trust, the Authority or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail. The Collateral Agent, the Trust, the Authority, the Calculation Agent, Agent and Servicer each hereby agree that it shall not deliver any notices or instructions to any Depositary Bank with respect to transfers to or from the Accounts except as expressly permitted or required under this Agreement or the Sale Documents.

Control; Precedence of Instructions. [. Until the Termination Date, the Collateral Agent shall have “control” (within the meaning of Section 8--106(d)(2106(d)(2) or Section 9--104(a104(a) (as applicable) of the UCC) of the Accounts and the Authority’’s “security entitlements” (within the meaning of Section 8--102(a)(17102(a)(17) of the UCC, each a “Security Entitlement”) with respect to the financial assets credited to the Accounts. The Parties hereby irrevocably direct, and each Depositary Bank (in its capacity as a Securities Intermediary and as a deposit bank) hereby agrees, that it will comply with all instructions and orders from the Collateral Agent (including Entitlement Orders within the meaning of Section 8--102(a)(8102(a)(8) of the UCC) regarding each Account and any financial or other asset therein without the further consent of any other Person; provided, however, that, following the Release Date, so long as no Default or Event of Default (each as defined under the Sale Agreement) shall have occurred and subject to Section 3.2, the Depositary Bank shall comply with all written instructions by orthe the Authority (or by the Calculation Agent as agent on behalf of the Authority pursuant to Section 3.2) in respect of the Authority PSL-Sourced Proceeds Account after the PSL Cost and Expense Reserve Trigger Date with respect to transfers of amounts to the PSL Costs and Expense subaccount without the further consent of the Servicer, the Trust, the Calculation Agent, the Collateral Agent or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Servicer, the Calculation Agent, the Trust, the Authority or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail]. The Collateral Agent, the Trust, the Authority, the Calculation Agent, and Servicer each hereby agree that it shall not deliver any notices or instructions to any Depositary Bank with respect to transfers to or from the Accounts except as expressly permitted or required under this Agreement or the Sale Documents.