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) 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 (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 or on behalf of the Authority 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 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)(2-106(d)(2) or Section 9-104(a-104(a) (as applicable) of the UCC) of the Accounts and the Authority’’s “security entitlements” (within the meaning of Section 8-102(a)(17-102(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)(8-102(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 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)(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 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 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. (a) Until the Termination Date, the Collateral Agent Trustee shall have “control” (within the meaning of Section 8-106(d)(28106(d)(2) or Section 9-104(a9104(a) (as applicable) of the UCC) of the Pledged Accounts and the AuthorityManager’s “security entitlements” (within the meaning of Section 8-102(a)(178102(a)(17) of the UCC) with respect to the financial assets credited to the Pledged Accounts. The Parties City, the Manager and the Trustee hereby irrevocably direct, and each Depositary the Accounts Bank (in its capacity as a bank or Securities Intermediary and Intermediary, as a deposit bankapplicable) hereby agrees, that it the Accounts Bank will comply with all instructions and orders (including including, as applicable, Entitlement Orders within the meaning of Section 8-102(a)(88102(a)(8) of the UCC) regarding each Pledged Account maintained at the Accounts Bank and any financial or other asset therein originated by the Trustee, without the further consent of the City, the Manager or any other Person; provided, however, that, following the Release Date, that so long as no Default or Event the Trustee shall not have provided a Notice of Default Exclusive Control (each as defined under the Sale Agreementin Section 2.6(b) shall have occurred and subject to Section 3.2below), the Depositary Accounts Bank shall comply with all written instructions by or on behalf of the Authority Manager in respect of each of the Authority PSL-Sourced Proceeds Account after Pledged Accounts held at the PSL Cost and Expense Reserve Trigger Date with respect to transfers of amounts Accounts Bank, in each case to the PSL Costs and Expense subaccount extent expressly permitted herein without the further consent of the Servicer, the Trust, the Calculation Agent, the Collateral Agent Trustee or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent Trustee and any instruction or order originated by the Servicer, the Calculation Agent, the Trust, the Authority Manager or any other Person other than an order of a court of competent jurisdictionjurisdiction directed to the Accounts Bank, the instruction or order originated by the Collateral Agent Trustee shall prevail. The Collateral AgentTrustee hereby agrees that, so long as the Trustee (acting at the written direction of the Required Bondholders) shall not have delivered to the Accounts Bank written notice in accordance with Section 2.6(b) that (A) an Event of Default has occurred and is continuing and (B) the Trustee is exercising its right of exclusive control with respect to the Pledged Accounts, the Calculation Agent and Servicer each hereby agree that it Trustee shall not deliver any notices or instructions to any Depositary the Accounts Bank with respect to transfers to or from the Pledged Accounts except as expressly permitted or required under this Agreement. (b) On and after any date on which any applicable Accounts Bank receives written notice from the Trustee that an Event of Default has occurred and is continuing and the Trustee is exercising its right of exclusive control with respect to the Pledged Accounts (a “Notice of Exclusive Control”), notwithstanding anything herein to the contrary, the Accounts Bank shall thereafter accept all notices and instructions required or permitted to be given to the Accounts Bank pursuant to the terms of this Agreement only from (or delivered by) the Sale DocumentsTrustee, and not from the City, the Manager or any other Person. Following receipt of a Notice of Exclusive Control, the Accounts Bank shall not withdraw, transfer, pay or otherwise disburse any amounts in any of the Pledged Accounts except pursuant to such notices and instructions from the Trustee (acting at the written direction of (x) other than with respect to the Series 2023[_] Debt Service Reserve Account and Series 2023[_] Debt Service Reserve Account, the Required Bondholders, (y) in the case of the Series 2023[_] Debt Service Reserve Account, the Series 2023[_] Required Holders, and (z) in the case of the Series 2023[_] Debt Service Reserve Account, the Series 2023[_] Required Holders), until the Accounts Bank has received written notice from the Trustee (acting at the written direction of the party or parties (as applicable) that directed the Trustee to deliver the corresponding Notice of Exclusive Control) that such Event of Default no longer exists and the Trustee is no longer exercising its right of exclusive control with respect to the Pledged Accounts (a “Notice of Suspension of Exclusive Control”), in which event the terms of this Section 2.6(b) shall thereafter be inapplicable to such Notice of Exclusive Control. Notwithstanding anything to the contrary set forth in this Agreement, the Accounts Bank shall not be required to act upon a Notice of Exclusive Control or Notice of Suspension of Exclusive Control until the passage of a reasonable time to act thereon, which shall not exceed one (1) Business Day following its receipt of such notice.

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 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 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.