Common use of Entitlement Orders Clause in Contracts

Entitlement Orders. The Securities Intermediary irrevocably agrees that it shall promptly and fully (and in any event no later than the Business Day immediately succeeding the day on which any entitlement order or instructions originated by the Program Agent is received by the Securities Intermediary) comply with “entitlement orders” (as that term is defined in Section 8-102(a)(8) of the UCC) or instructions directing disposition of funds in the Collateral Accounts originated by the Program Agent and concerning any Control Assets, including without limitation any cash in the Collateral Accounts without the further consent of the Borrower, including without limitation any entitlement order or instruction originated by the Program Agent instructing the Securities Intermediary to deliver any or all of the Control Assets to the Program Agent or its designees. Except as provided in Section 3(f), below, the Securities Intermediary also will comply with entitlement orders or other instructions concerning the Collateral Accounts or any Control Assets that are originated by one or more Persons authorized to give instructions on behalf of the Borrower under the Custodial Agreement (the “Borrower’s Authorized Representatives”). Notwithstanding anything to the contrary contained herein, if at any time the Securities Intermediary shall receive conflicting orders or instructions from the Program Agent and the Borrower, the Securities Intermediary shall follow the orders or instructions of the Program Agent and not the Borrower. The Program Agent hereby covenants and agrees with the Borrower that the Program Agent will originate entitlement orders or instructions to, or send or deliver a Notice of Exclusive Control to, the Securities Intermediary concerning the Control Assets if and only if an “Event of Default” (as defined in the Credit Agreement) has occurred and is continuing. The foregoing covenant of the Program Agent is for the benefit of the Borrower and shall not constitute a limitation on the obligation of the Securities Intermediary to act upon and comply with any entitlement orders or instructions concerning the Control Assets that are originated by the Program Agent at any time.

Entitlement Orders. The Securities Intermediary irrevocably agrees that it shall promptly and fully (and in any event no later than the Business Day immediately succeeding the day on which any entitlement order or instructions originated by the Program Agent is received by the Securities Intermediary) comply with “entitlement orders” (as that term is defined in Section 8-102(a)(8) of the UCC) or instructions directing disposition of funds in the Collateral Accounts originated by the Program Agent and concerning any Collateral Account or Control Assets, including without limitation any cash in the Collateral Accounts Accounts, without the further consent of the Borrower, including without limitation any entitlement order or instruction originated by the Program Agent instructing the Securities Intermediary to deliver any or all of the Control Assets to the Program Agent or its designees. Except as provided in Section 3(f), below, the Securities Intermediary also will comply with entitlement orders or other instructions concerning the Collateral Accounts or any Control Assets that are originated by one or more Persons authorized to give instructions on behalf of the Borrower under the Custodial Agreement (the “Borrower’s Authorized Representatives”). Notwithstanding anything to the contrary contained herein, if at any time the Securities Intermediary shall receive conflicting orders or instructions from the Program Agent and the Borrower, the Securities Intermediary shall follow the orders or instructions of the Program Agent and not the Borrower. The Program Agent hereby covenants and agrees with the Borrower that the Program Agent will originate entitlement orders or instructions to, or send or deliver a Notice of Exclusive Control to, the Securities Intermediary concerning the Control Assets if and only if an “Event of Default” (as defined in the Credit Agreement) has occurred and is continuing. The foregoing covenant of the Program Agent is for the benefit of the Borrower and (i) shall not constitute a limitation on the obligation of the Securities Intermediary to act upon and comply with any entitlement orders or instructions concerning the Collateral Accounts or the Control Assets that are originated by the Program Agent at any time, and (ii) shall impose no duty or obligation on the Securities Intermediary to investigate or inquire whether an “Event of Default” (as defined in the Credit Agreement) has occurred.

Entitlement Orders. The (a) Except as otherwise provided in this Section 3, the Securities Intermediary irrevocably agrees that it shall promptly and fully (and in any event no later than the Business Day immediately succeeding the day on which any entitlement order or instructions originated by the Program Agent is received by the Securities Intermediary) comply with “entitlement orders” orders (as that term is defined in Section 8-102(a)(88‑102(a)(8) of the UCC) or instructions directing disposition of funds in the Collateral Accounts ("Entitlement Orders") originated by the Program Agent and concerning any Control Assets, including Pledgor (or the Servicer on its behalf) with respect to the Covered Accounts or the financial assets credited thereto without limitation any cash in the Collateral Accounts without the further consent of the Borrower, including without limitation any entitlement order or instruction originated by the Program Agent instructing the Securities Intermediary to deliver any or all of the Control Assets to the Program Agent or its designeesSecured Party. Except as provided in Section 3(f), below, the Securities Intermediary also will comply with entitlement orders or other instructions concerning the Collateral Accounts or any Control Assets that are originated by one or more Persons authorized to give instructions on behalf of the Borrower under the Custodial Agreement (the “Borrower’s Authorized Representatives”). Notwithstanding anything to the contrary contained herein, if b) If at any time the Securities Intermediary shall receive conflicting orders or instructions any Entitlement Order from the Program Agent and Secured Party relating to any Covered Account or the Borrowerfinancial assets credited thereto, the Securities Intermediary shall follow comply with such Entitlement Order without further consent by the orders Pledgor or any other person. In the event that any Entitlement Order from the Secured Party conflicts with an Entitlement Order from the Pledgor (or the Servicer on its behalf), and such conflict is not otherwise resolved by the Secured Party and the Pledgor (or the Servicer on its behalf) with written notice to the Securities Intermediary, the Entitlement Order from the Secured Party shall govern. (c) If at any time the Secured Party notifies the Securities Intermediary that the Secured Party will exercise exclusive control over the Covered Accounts (a "Notice of Exclusive Control"), the Securities Intermediary will cease complying with Entitlement Orders or other directions or instructions concerning the Covered Accounts and the financial assets credited thereto originated by or on behalf of the Program Agent Pledgor (or the Servicer on its behalf) until such time, if any, as such Notice of Exclusive Control is rescinded in writing by the Secured Party. (d) Solely as among the Secured Party and the Pledgor, the Secured Party agrees that it will not the Borrower. The Program Agent hereby covenants and agrees with the Borrower that the Program Agent will originate entitlement orders or instructions to, or send or deliver a Notice of Exclusive Control to, the Securities Intermediary concerning the Control Assets if and only if unless an “Event of Default” (as defined in the Credit Agreement) Default has occurred and is continuing. The foregoing covenant of the Program Agent is for the benefit of the Borrower and shall not constitute a limitation on the obligation of the Securities Intermediary to act upon and comply with any entitlement orders or instructions concerning the Control Assets that are originated by the Program Agent at any timeSection 4.

Entitlement Orders. The Securities Intermediary irrevocably agrees that that, upon the Securities Intermediary’s receipt from the Administrative Agent of a Notice of Exclusive Control, it shall promptly and fully (and in any event no later than the Business Day immediately succeeding the day on which any entitlement order or instructions originated by the Program Administrative Agent is received by the Securities Intermediary) comply with “entitlement orders” (as that term is defined in Section 8-102(a)(8) of the UCC) or instructions directing disposition of funds in the Collateral Accounts originated by the Program Administrative Agent and concerning any Control Assets, including without limitation any cash in the Collateral Accounts Account, without the further consent of the Borrower, including without limitation any entitlement order or instruction originated by the Program Administrative Agent instructing the Securities Intermediary to deliver any or all of the Control Assets to the Program Administrative Agent or its designees. Except as provided in Section 3(f), below, the Securities Intermediary also will comply with entitlement orders or other instructions concerning the Collateral Accounts Account or any Control Assets that are originated by one or more Persons authorized to give instructions on behalf of the Borrower under the Custodial Agreement (the “Borrower’s Authorized Representatives”). Notwithstanding anything to the contrary contained herein, if at any time the Securities Intermediary shall receive conflicting orders or instructions from the Program Agent and the Borrower, the Securities Intermediary shall follow the orders or instructions of the Program Agent and not the Borrower. The Program Administrative Agent hereby covenants and agrees with the Borrower that the Program Administrative Agent will not originate entitlement orders or instructions to, or send or deliver a Notice of Exclusive Control to, the Securities Intermediary concerning the Control Assets if and only if unless an “Event of Default” (as defined in the Credit Agreement) has occurred and is continuing. The foregoing covenant of the Program Administrative Agent is for the benefit of the Borrower and shall not constitute a limitation on the obligation of the Securities Intermediary to act upon and comply with any entitlement orders or instructions concerning the Control Assets that are originated by the Program Administrative Agent at any time.

Entitlement Orders. The Securities Intermediary irrevocably agrees that it shall promptly and fully (and in any event no later than the Business Day immediately succeeding the day on which any entitlement order or instructions direction originated by the Program Agent is received by the Securities Intermediary) comply with “"entitlement orders” " (as that term is defined in Section 8-102(a)(8) of the UCC) or instructions directing disposition of funds in the Collateral Accounts directions originated by the Program Agent and concerning any Control Assets, including without limitation any cash in the Collateral Accounts Assets without the further consent of the Borrower, including without limitation any entitlement order or instruction direction originated by the Program Agent instructing the Securities Intermediary to deliver any or all of the Control Assets to the Program Agent or its designees. Except as provided in Section 3(fSECTION 3(F), below, the Securities Intermediary also will comply with entitlement orders orders, directions or other instructions concerning the Collateral Accounts Account or any Control Assets that are originated by one or more Persons authorized to give instructions on behalf of the Borrower under the Custodial Agreement (the “"Borrower’s 's Authorized Representatives”"). Notwithstanding anything to the contrary contained herein, if at any time the Securities Intermediary shall receive conflicting orders or instructions from the Program Agent and the Borrower, the Securities Intermediary shall follow the orders or instructions of the Program Agent and not the Borrower. The Program Agent hereby covenants and agrees with the Borrower that the Program Agent will not originate entitlement orders or instructions to, or send or deliver a Notice of Exclusive Control to, directions to the Securities Intermediary concerning the Control Assets if unless and only if until there has been an “Event of Default” (as defined in the Credit Agreement) has occurred and is continuing. The foregoing covenant of the Program Agent is for the benefit of the Borrower and shall not constitute a limitation on the obligation of the Securities Intermediary to act upon and comply with any entitlement orders or instructions directions concerning the Control Assets that are originated by the Program Agent at any time.

Entitlement Orders. The Securities Intermediary irrevocably agrees that it shall promptly and fully (and in any event no later than the Business Day immediately succeeding the day on which any entitlement order or instructions originated by the Program Agent is received by the Securities Intermediary) comply with “entitlement orders” (as that term is defined in Section 8-102(a)(8) of the UCC) or instructions directing disposition of funds in the Collateral Accounts originated by the Program Agent and concerning any Control Assets, including without limitation any cash in the Collateral Accounts without the further consent of the Borrower, including without limitation any entitlement order or instruction originated by the Program Agent instructing the Securities Intermediary to deliver any or all of the Control Assets to the Program Agent or its designees. Except as provided in Section 3(f), below, the Securities Intermediary also will comply with entitlement orders or other instructions concerning the Collateral Accounts or any Control Assets that are originated by one or more Persons authorized to give instructions on behalf of the Borrower under the Custodial Agreement (the “Borrower’s Authorized Representatives”). Notwithstanding anything to the contrary contained herein, if If at any time the Securities Intermediary shall receive conflicting orders or instructions an Entitlement Order from the Program Agent and Secured Party with respect to any Securities Account (or the BorrowerFinancial Assets credited thereto), the Securities Intermediary shall follow comply with such Entitlement Order without further consent by the orders Borrower, the Servicer or instructions any other Person. Without limiting the generality of the Program Agent and not foregoing, if the Borrower. The Program Agent hereby covenants and agrees with Secured Party notifies the Borrower Securities Intermediary in writing that the Program Agent will originate entitlement orders or instructions toSecured Party shall exercise exclusive control over any Securities Account (and any Financial Assets credited thereto) (such notice, or send or deliver a which shall be substantially in the form of Attachment A attached hereto, “Notice of Exclusive Control toControl”), the Securities Intermediary concerning shall cease (i) complying with Entitlement Orders or other directions relating to such Securities Account (or the Control Financial Assets if credited thereto) originated by the Borrower, the Servicer or any other Person other than the Secured Party and only if an “Event of Default” (as defined in ii) distributing to the Credit Agreement) has occurred and is continuing. The foregoing covenant of Borrower, the Program Agent is for Servicer or any Person other than the benefit of the Borrower and shall not constitute a limitation on the obligation of Secured Party interest, dividends or other amounts received by the Securities Intermediary in respect of any Financial Asset or other property credited to act upon such Securities Account (and, instead, shall (at the direction of the Secured Party from time to time) retain such interest, dividends and comply other amounts in such Securities Account or distribute same to, or at the direction of, the Secured Party). The Securities Intermediary shall provide to the Borrower copies of Entitlement Orders received from the Secured Party. Except as otherwise provided in this Section 2.03, the Servicer may give Entitlement Orders to the Securities Intermediary relating to the redemption or transfer of Financial Assets in Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with any entitlement orders or instructions concerning “[***]” to indicate where omissions have been made. the Control Assets that are originated by Securities Accounts. Such Entitlement Orders shall be in accordance with the Program Agent at any timeinformation contained in the related Settlement Statement.

Entitlement Orders. The If, at any time Securities Intermediary irrevocably agrees that it shall promptly and fully (and in any event no later than the Business Day immediately succeeding the day on which receive any entitlement order or instructions originated by the Program Agent is received by the Securities Intermediary) comply with “entitlement orders” (as that term is defined in Section 8-102(a)(8) of the UCC) (an “Entitlement Order”) from Secured Party directing the transfer or instructions directing disposition redemption of funds in the Collateral Accounts originated by the Program Agent and concerning any Control Assets, including without limitation financial asset or security entitlement relating to any cash in the Collateral Accounts without the further consent of the BorrowerSecurities Accounts, including without limitation any entitlement order or instruction originated by the Program Agent instructing the Securities Intermediary to deliver any or all of the Control Assets to the Program Agent or its designees. Except as provided in Section 3(f), below, the Securities Intermediary also will comply with entitlement orders or other instructions concerning the Collateral Accounts or any Control Assets that are originated by one or more Persons authorized to give instructions on behalf of the Borrower under the Custodial Agreement (the “Borrower’s Authorized Representatives”). Notwithstanding anything to the contrary contained herein, if at any time the Securities Intermediary shall receive conflicting orders comply with such Entitlement Order without further consent by Grantor or instructions from the Program Agent and the Borrower, the any other person or entity. Securities Intermediary shall follow the orders or instructions have no obligation to act, and shall be fully protected in refraining from acting, in respect of the Program Agent financial assets and not the Borrower. The Program Agent hereby covenants and agrees with the Borrower that the Program Agent will originate security entitlement orders or instructions to, or send or deliver a Notice of Exclusive Control to, the Securities Intermediary concerning the Control Assets if and only if an “Event of Default” (as defined in the Credit Agreement) has occurred and is continuing. The foregoing covenant of the Program Agent is for the benefit of the Borrower and shall not constitute a limitation on the obligation 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 to act upon and 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 entitlement 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 became effective 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 I-2 Form of Securities Account Control Agreement nothing contained herein shall require any action in violation of, or instructions concerning prevent any action necessary for compliance with, any applicable law on the Control Assets that are originated by the Program Agent at any timepart of Securities Intermediary.