Entitlement Orders, Standing Instructions. Except as otherwise provided in this Section 3, the Account Bank will comply with “entitlement orders” (as defined in Section 8 102(a)(8) of the UCC) (“Entitlement Orders”) and “instructions” (in accordance with Section 9-104 of the UCC) (“Instructions”) originated by the Borrower or by the Servicer without further consent by the Collateral Agent. If at any time the Collateral Agent, which may act at the direction of the Administrative Agent, shall give the Account Bank any Entitlement Order (i.e., an order directing a transfer or redemption of any financial asset or other property in any Controlled Account) or any Instruction, in each case with respect to any Controlled Account, the Account Bank shall comply with such Entitlement Order or Instruction without further consent by the Borrower, the Servicer or any other Person. The Borrower and the Servicer agree with the Collateral Agent that all Entitlement Orders and Instructions and other directions given by it to the Account Bank hereunder will be in accordance with the Transaction Documents. Without limiting the foregoing, the parties hereto agree that the Account Bank will comply with the following with respect to any Entitlement Order or Instruction: (i) until its receipt of a Notice of Exclusive Control (as hereinafter defined) that has not been rescinded in writing by the Collateral Agent, with respect to the financial assets and other property in any of the Controlled Accounts and without further consent of any other party, the investment of cash received into such Controlled Accounts may be invested in Permitted Investments selected by the Borrower or by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control that has not been rescinded in writing by the Collateral Agent, with respect to the financial assets and other property in any of the Controlled Accounts and without further consent of any other party, the investment of cash received into such Controlled Accounts may be invested in Permitted Investments selected by the Collateral Agent (acting at the direction of the Administrative Agent), for the benefit of the Secured Parties, or by the Administrative Agent on its behalf. The Account Bank shall be entitled to require that any Entitlement Order or Instruction be in written form. For the avoidance of doubt, the Account Bank shall at all times comply with entitlement orders and instructions originated by the Borrower or by the Servicer with respect to the Advance Fun...
Entitlement Orders, Standing Instructions. (i) The Borrower and the Securities Intermediary each agree that if at any time a Responsible Officer of the Securities Intermediary shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the New York UCC) or any other order originated by the Administrative Agent and relating to any Account or any financial assets or security entitlements credited thereto (collectively, a “Transfer Order”), the Securities Intermediary shall comply with such Transfer Order without further consent by the Borrower or any other Person.
