Common use of Entitlement Orders, Standing Instructions Clause in Contracts

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Order or Instruction: (i) until its receipt of a Notice of Exclusive Control (as hereinafter defined) that has not been rescinded in writing by the Collateral Agent, with respect to the financial assets and other property in any of the Controlled Accounts and without further consent of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the Borrower or by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control that has not been rescinded in writing by the Collateral Agent, with respect to the financial assets and other property in any of the Controlled Accounts and without further consent of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 Funding Account.

Entitlement Orders, Standing Instructions. Except as otherwise provided in this Section 3The Company, each Secured Party and the Account Bank will comply with Custodian each agree that if at any time the Custodian shall receive any “entitlement ordersorder” (as defined in within the meaning of Section 8 102(a)(88–102(a)(8) of the New York UCC) ), or any other order, originated by a Secured Party (“Entitlement Orders”so long as such order shall not relate to Pledged Shares exceeding such Secured Party’s AVII Exchange Cap Allocation) and “instructions” (in accordance relating to the Accounts, the Custodian shall comply with Section 9-104 of the UCC) (“Instructions”) originated by the Borrower such entitlement order or by the Servicer other order without further consent by the Company or any other Person. Subject to the following paragraph, the Custodian shall accept instructions or entitlement orders only from a Secured Party with respect to any Pledged Collateral Agentpledged to it pursuant to the Pledge Agreement and held by the Custodian or otherwise credited to or held in the Accounts. If at any time The Secured Parties hereby instruct and order the Collateral AgentCustodian to deposit, which may act at and to direct and otherwise cause each issuer, obligor, guarantor, clearing corporation or other applicable Person to pay and deposit into the direction Accounts under and in accordance with the Pledge Agreement all cash distributions and all other Cash payments and proceeds in respect of the Administrative AgentPledged Collateral (including any stock or securities issued with respect to the Pledged Collateral and (i) if issued in certificated form, the relevant certificate(s) shall give be delivered to the Account Bank any Entitlement Order (i.e.Custodian upon receipt, an order directing a transfer duly endorsed in blank or redemption of any financial asset or other property in any Controlled Account) or any Instructionaccompanied by blank stock powers, in each case with respect to any Controlled Account, the Account Bank shall comply with such Entitlement Order or Instruction without further consent signatures guaranteed by a member of a medallion signature guaranteed program approved 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; Securities Transfer Association and (ii) from and after its receipt of a Notice of Exclusive Control that has not been rescinded if issued in writing by book entry form, shall be registered in the Collateral Agent, with respect to the financial assets and other property in any name 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 AgentCustodian or its nominee), for the benefit of until such time as the Secured Parties, or by Parties may otherwise direct the Administrative Agent on its behalf. The Account Bank shall be entitled to require that any Entitlement Order or Instruction be Custodian in written form. For the avoidance of doubt, the Account Bank shall at all times comply accordance with entitlement orders and instructions originated by the Borrower or by the Servicer with respect to the Advance Funding Accountthis Agreement.

Entitlement Orders, Standing Instructions. Except as otherwise provided in this Section 3The Company, each Secured Party and the Account Bank will comply with Custodian each agree that if at any time the Custodian shall receive any “entitlement ordersorder” (as defined in within the meaning of Section 8 8- 102(a)(8) of the New York UCC) ), or any other order, originated by a Secured Party (“Entitlement Orders”so long as such order shall not relate to Pledged Shares exceeding such Secured Party’s AVII Exercise Cap Allocation (as defined below)) and “instructions” (in accordance relating to the Accounts, the Custodian shall comply with Section 9-104 of the UCC) (“Instructions”) originated by the Borrower such entitlement order or by the Servicer other order without further consent by the Company or any other Person. Subject to the following paragraph, the Custodian shall accept instructions or entitlement orders only from a Secured Party with respect to any Pledged Collateral Agentpledged to it pursuant to the Pledge Agreement and held by the Custodian or otherwise credited to or held in the Accounts. If at any time The Secured Parties hereby instruct and order the Collateral AgentCustodian to deposit, which may act at and to direct and otherwise cause each issuer, obligor, guarantor, clearing corporation or other applicable Person to pay and deposit into the direction Accounts under and in accordance with the Pledge Agreement all cash distributions and all other Cash payments and proceeds in respect of the Administrative AgentPledged Collateral (including any stock or securities issued with respect to the Pledged Collateral and (i) if issued in certificated form, the relevant certificate(s) shall give be delivered to the Account Bank any Entitlement Order (i.e.Custodian upon receipt, an order directing a transfer duly endorsed in blank or redemption of any financial asset or other property in any Controlled Account) or any Instructionaccompanied by blank stock powers, in each case with respect to any Controlled Account, the Account Bank shall comply with such Entitlement Order or Instruction without further consent signatures guaranteed by a member of a medallion signature guaranteed program approved 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; Securities Transfer Association and (ii) from and after its receipt of a Notice of Exclusive Control that has not been rescinded if issued in writing by book entry form, shall be registered in the Collateral Agent, with respect to the financial assets and other property in any name 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 AgentCustodian or its nominee), for the benefit of until such time as the Secured Parties, or by Parties may otherwise direct the Administrative Agent on its behalf. The Account Bank shall be entitled to require that any Entitlement Order or Instruction be Custodian in written form. For the avoidance of doubt, the Account Bank shall at all times comply accordance with entitlement orders and instructions originated by the Borrower or by the Servicer with respect to the Advance Funding Accountthis Agreement.

Entitlement Orders, Standing Instructions. Except as otherwise provided in this Section 3(i) The Issuer, the Account Bank will comply with Trustee and the Intermediary each agrees that subject to Section 3(h)(iii), if the Intermediary shall receive any “entitlement ordersorder” (as defined in within the meaning of Section 8 8-102(a)(8) of the UCC) ), or any other instruction (collectively, a “Entitlement OrdersTransfer Order”) and “instructions” (in accordance with Section 9-104 of the UCC) (“Instructions”) ), originated by the Borrower Trustee and relating to the Accounts, the Intermediary shall comply with such entitlement order or by the Servicer other instruction 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 Issuer or any other Person. The Borrower In addition, the Intermediary shall also comply with all entitlement orders and instructions of 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 Issuer in accordance with the Transaction Documents. Without limiting Indenture and relating to the foregoingAccounts; provided, however, that in the event the Intermediary receives conflicting Transfer Orders from the Trustee and the Issuer, the parties hereto agree that Intermediary shall follow the Account Bank will comply Transfer Order of the Trustee and not the Issuer. The Intermediary shall accept instructions or entitlement orders only in accordance with the following Indenture with respect to any Entitlement Order Collateral held by it pursuant hereto, the Indenture or Instruction: (i) until its receipt otherwise credited to or held in the Accounts. The Intermediary shall have no obligation to act and shall be fully protected in refraining from acting, in respect of a Notice any such Collateral in the absence of Exclusive Control (as hereinafter defined) that has not been rescinded such entitlement order or instruction. The Intermediary shall deposit, and direct and otherwise cause each issuer, obligor, guarantor, Clearing Corporation or other applicable Person to pay and deposit into the Accounts under and in writing by accordance with the Collateral Agent, with Indenture all Cash distributions and all other Cash payments and proceeds in respect to the financial assets and other property in any of the Controlled Accounts Collateral, until such time as the Trustee may otherwise direct the Intermediary in accordance with this Agreement 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 Funding AccountIndenture.