Common use of Control of Designated Accounts by Secured Party Clause in Contracts

Control of Designated Accounts by Secured Party. (a) Subject to Section 3.1(b), the Securities Intermediary shall comply with any entitlement order originated by the Secured Party or the Issuing Entity. The Securities Intermediary, the Issuing Entity and the Secured Party agree that the Securities Intermediary shall comply with any entitlement order originated by the Secured Party without further consent of the Issuing Entity. (b) If the Secured Party notifies the Securities Intermediary that the Secured Party will exercise exclusive control over the Designated Accounts (a “notice of exclusive control”), then the Securities Intermediary shall not comply with any contrary or otherwise inconsistent instructions or other directions concerning the Designated Accounts originated by the Issuing Entity unless and until such notice of exclusive control is withdrawn by the Secured Party. The Secured Party shall only give such notice of exclusive control upon the occurrence and during the continuance of an Event of Default and the acceleration of the payment of principal and interest on the Notes in accordance with the Indenture (without the related declaration of acceleration and its consequences having been rescinded or annulled), after expiration of the related period specified in Article V of the Indenture limiting actions in respect of such Event of Default.