Control of the Securities Account Sample Clauses
Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Agent, the Securities Intermediary shall follow the orders issued by the Collateral Agent.
Control of the Securities Account. If, at any time, Securities Intermediary shall receive any entitlement order (as defined in Section 8-102(a)(8) of the UCC) (an “Entitlement Order”) from Secured Party directing the transfer or redemption of any financial asset or security entitlement relating to any of the Securities Accounts, Securities Intermediary shall comply with such Entitlement Order without further consent by Grantor or any other person or entity within a reasonable time of receipt of such Entitlement Order not to exceed three business days. Securities Intermediary shall have no obligation to act, and shall be fully protected in refraining from acting, in respect of the financial assets and security entitlement credited to any of the Securities Accounts in the absence of such Entitlement Order. In addition, prior to the receipt of any Entitlement Order from Secured Party, Securities Intermediary may comply with instructions or Entitlement Orders received from Grantor. In the event Secured Party issues an Entitlement Order for the transfer, redemption or other disposition of any financial assets credited to any of the Securities Accounts, (a) Securities Intermediary shall attempt to cancel promptly any open orders which had been entered by Grantor but had not yet been executed at the time such Entitlement Order is received by Securities Intermediary and (b) Securities Intermediary shall close each open transaction related to the financial assets and shall forward any proceeds thereof, together with such accounting as Securities Intermediary provides in the ordinary course of its business upon the liquidation of any account, directly to Secured Party; provided, however that nothing contained herein shall require any action in violation of, or prevent any action necessary for compliance with, any applicable law on the part of Securities Intermediary.
Control of the Securities Account. If at any time the Securities Intermediary shall receive any order or direction from the First Lien Collateral Agent or the Second Lien Collateral Agent (with, until the First Lien Collateral Agent shall have delivered to the Securities Intermediary a Notice of Termination, the consent of the First Lien Collateral Agent) directing transfer or redemption of any financial asset relating to the Securities Account and all securities entitlements therein, the Securities Intermediary shall comply with such entitlement order or direction without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order or direction issued by either Collateral Agent, the Securities Intermediary shall follow the orders issued by the applicable Collateral Agent. In the event the Securities Intermediary receives conflicting orders or directions from the First Lien Collateral Agent and the Second Lien Collateral Agent, the Second Lien Collateral Agent hereby expressly instructs the Securities Intermediary to follow the orders and directions originated by the First Lien Collateral Agent.
Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Controlling Party directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Controlling Party, the Securities Intermediary shall follow the orders issued by the Controlling Party. Without limiting or impairing the perfection by control of the security interest of the Second Lien Secured Party at any time prior to the receipt by the Securities Intermediary of a Controlling Party Notice from the First Lien Secured Party, the parties hereto agree that the Securities Intermediary shall comply with entitlement orders originated or given to the Securities Intermediary by the Second Lien Secured Party directing transfer or redemption of any financial asset relating to the Securities Account without further consent by the Debtor if and only if (i) such instructions are consented to by the First Lien Secured Party or (ii) the Securities Intermediary has received a Controlling Party Notice from the First Lien Secured Party.
Control of the Securities Account. If at any time the Securities Intermediary shall receive any entitlement order, instruction or direction from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order, instruction or direction without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders, instructions or directions (including pursuant to Section 8(a) of this Agreement) and such entitlement orders, instructions or directions conflict with any entitlement order, instruction or direction issued by the Collateral Agent, the Securities Intermediary shall follow the entitlement orders, instructions or directions issued by the Collateral Agent.
Control of the Securities Account. Notwithstanding anything to the contrary contained herein, if at any time upon the occurrence and during the continuance of an Event of Default, the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other Person. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Agent, the Securities Intermediary shall follow the orders issued by the Collateral Agent.
Control of the Securities Account. If at any time the Collateral Agent delivers to the Securities Intermediary a Notice of Default and Sole Control in substantially the form set forth in Exhibit A hereto, the Securities Intermediary agrees that after receipt of such notice, it shall (a) comply with any entitlement order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account without further consent by the Grantor or any other person and (b) take all instruction with respect to the Securities Account solely from the Collateral Agent (including in circumstances where such instruction conflicts with instructions received from Grantor). Until such time as the Securities Intermediary shall have received a Notice of Default and Sole Control, the Grantor shall be entitled to issue entitlement orders with respect to the Securities Account.
Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Second Lien Collateral Agent (until the Second Lien Collateral Agent shall have delivered to the Financial Institution a Notice of Termination) directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Second Lien Collateral Agent, the Securities Intermediary shall follow the orders issued by the Second Lien Collateral Agent.
Control of the Securities Account. The Administrative Agent shall at all times have “control” (as defined in Section 8-106 of the UCC) of the Securities Account; provided that NYI-4560690v8 unless and until delivery by the Administrative Agent of a Notice of Sole Control pursuant to Section 8(a) hereof, the Debtor shall have the right to write checks against and make withdrawals and transfers of amounts in the Securities Account. If at any time the Securities Intermediary shall receive any order from the Administrative Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Administrative Agent, the Securities Intermediary shall follow the orders issued by the Administrative Agent.
Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Agent, the Securities Intermediary shall follow the orders issued by the Collateral Agent.