Would appreciate your thoughts/feedback on the following scenario: Subcontractor enters into a Funds Disbursement Agreement ("Agreement") with a third party company ("Agent") that, among other thing, establishes a separate bank construction account ("Account") for the purposes of receiving project proceeds from the General Contractor for work performed by Subcontractor, and for distributing proceeds due from General Contractor to Subcontractor and its project suppliers, sub-subcontractors and vendors ("SSVs"). Subcontractor sent an Irrevocable Directive of Proceeds to General Contractor directing all proceeds to the Account controlled by Agent. Further, after project commenced, Agent provided a cash advance to Subcontractor, as provided for in the Agreement, to pay project Subcontractor payroll and pay project SSVs prior to General Contractor releasing proceeds to Agent. Agent later received notice from a bank lender ("Bank") that Subcontractor had defaulted on loan obligations and that all proceeds received by Agent should be directed to Bank. Bank also sent notice to General Contractor that all proceeds should be directed to Bank. Bank has perfected first lien position on all assets of Subcontractor as reflected on a (first-filed)UCC filing. General Contractors is holding proceeds because it is unsure who to pay. Question: 1. Are SSVs payments protected under Texas trust fund laws from Bank foreclosure? 2. Is Agent's advance protected under Texas trust fund laws from Bank foreclosure? Thanks for your feedback.