Common use of Entitlement Orders Clause in Contracts

Entitlement Orders. (a) The Debtor hereby grants its continuing consent to the Commodity Intermediary to comply with any and all notifications, whether written or oral, communicated to the Commodity Intermediary directing transfer, liquidation, or redemption of any of the Trading Account Property (each such notification being referred to herein as an “Entitlement Order”) originated by the Secured Party, without any further consent by the Debtor or any other Person. (b) Nothing herein contained shall be construed so as to prevent the Debtor from remaining the owner, subject to the interest for the Secured Party as it may appear, of the Trading Account. Until the Secured Party elects to the contrary and delivers notice of such election in writing to the Commodity Intermediary, the Debtor may make such additional transactions in the Trading Account as the Commodity Intermediary shall be willing to accept for execution and/or clearance. In the event the Secured Party does make such election and delivers such notice in writing to the Commodity Intermediary, the Debtor shall not thereafter execute any transactions in the Trading Account, and the Commodity Intermediary shall cease complying with orders or other directions concerning the Trading Account originated by the Debtor. Upon receipt by the Commodity Intermediary of notice of such election and if directed by the Secured Party, the Commodity Intermediary will use commercially reasonable efforts to cancel open orders that have been entered by the Debtor through the Commodity Intermediary which have not yet been executed. If the Commodity Intermediary is unable to cancel such orders before they are executed, the transactions will be considered valid and binding on the Debtor and the Secured Party and the Debtor and the Secured Party shall have no claim against the Commodity Intermediary in connection with such transactions. In the event that orders are executed for the Debtor’s Trading Account by a third party pursuant to the terms of a “give-up” or similar agreement among the Debtor, the Commodity Intermediary and such third party, the Commodity Intermediary will use commercially reasonable efforts, subject to the terms of such agreement, to notify such third party that the Commodity Intermediary will not thereafter accept trades executed by such third party for clearance into the Debtor’s Trading Account. (c) The Commodity Intermediary has not entered into any agreement with the Debtor or any other Person purporting to limit or condition the obligation of the Commodity Intermediary to comply with Entitlement Orders originated by the Secured Party. (d) If at any time the Commodity Intermediary shall receive any Entitlement Order from the Secured Party, the Commodity Intermediary shall comply with such Entitlement Order without further consent by the Debtor or any other Person, notwithstanding that such Entitlement Order may conflict with any instruction or notification by the Debtor or any other Person. (e) The Commodity Intermediary need not investigate whether the Secured Party is entitled under the Secured Party’s agreements with the Debtor to give an Entitlement Order or a notice of exclusive control. The Commodity Intermediary may rely on notices and communications it reasonably believes are given by the appropriate party. (f) The Commodity Intermediary will not be liable to the Secured Party for complying with orders or other instructions from the Debtor that are received by the Commodity Intermediary before the Commodity Intermediary has received and had reasonable opportunity to act on the Secured Party’s notice of election of exclusive control. (g) The rights and powers granted to the Secured Party under this Section 4 and the other provisions of this Agreement have been granted in order to perfect the Secured Party’s Lien with respect to the Trading Account and the Trading Account Property, are powers coupled with an interest, and will not be affected by the bankruptcy of the Debtor or by the lapse of time.

Entitlement Orders. The Securities Intermediary irrevocably agrees that it shall promptly and fully (a) The Debtor hereby grants its continuing consent to and in any event no later than the Commodity Intermediary to comply with Business Day immediately succeeding the day on which any and all notifications, whether written entitlement order or oral, communicated to the Commodity Intermediary directing transfer, liquidation, or redemption of any of the Trading Account Property (each such notification being referred to herein as an “Entitlement Order”) instructions originated by the Secured PartyProgram 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 Debtor 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 other Person. (b) Nothing herein contained shall be construed so as Control Assets that are originated by one or more Persons authorized to prevent the Debtor from remaining the owner, subject to the interest for the Secured Party as it may appear, give instructions on behalf of the Trading AccountBorrower under the Custodial Agreement (the “Borrower’s Authorized Representatives”). Until the Secured Party elects 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 delivers notice of such election in writing to the Commodity IntermediaryBorrower, the Debtor may make such additional transactions 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 Trading Account as Credit Agreement) has occurred and is continuing. The foregoing covenant of the Commodity Intermediary shall be willing to accept Program Agent is for execution and/or clearance. In the event benefit of the Secured Party does make such election Borrower and delivers such notice in writing to the Commodity Intermediary, the Debtor shall not thereafter execute any transactions in the Trading Account, and the Commodity Intermediary shall cease complying with orders or other directions concerning the Trading Account originated by the Debtor. Upon receipt by the Commodity Intermediary of notice of such election and if directed by the Secured Party, the Commodity Intermediary will use commercially reasonable efforts to cancel open orders that have been entered by the Debtor through the Commodity Intermediary which have not yet been executed. If the Commodity Intermediary is unable to cancel such orders before they are executed, the transactions will be considered valid and binding constitute a limitation on the Debtor and the Secured Party and the Debtor and the Secured Party shall have no claim against the Commodity Intermediary in connection with such transactions. In the event that orders are executed for the Debtor’s Trading Account by a third party pursuant to the terms of a “give-up” or similar agreement among the Debtor, the Commodity Intermediary and such third party, the Commodity Intermediary will use commercially reasonable efforts, subject to the terms of such agreement, to notify such third party that the Commodity Intermediary will not thereafter accept trades executed by such third party for clearance into the Debtor’s Trading Account. (c) The Commodity Intermediary has not entered into any agreement with the Debtor or any other Person purporting to limit or condition the obligation of the Commodity Securities Intermediary to act upon and comply with Entitlement Orders any entitlement orders or instructions concerning the Control Assets that are originated by the Secured Party. (d) If Program Agent at any time the Commodity Intermediary shall receive any Entitlement Order from the Secured Party, the Commodity Intermediary shall comply with such Entitlement Order without further consent by the Debtor or any other Person, notwithstanding that such Entitlement Order may conflict with any instruction or notification by the Debtor or any other Person. (e) The Commodity Intermediary need not investigate whether the Secured Party is entitled under the Secured Party’s agreements with the Debtor to give an Entitlement Order or a notice of exclusive control. The Commodity Intermediary may rely on notices and communications it reasonably believes are given by the appropriate party. (f) The Commodity Intermediary will not be liable to the Secured Party for complying with orders or other instructions from the Debtor that are received by the Commodity Intermediary before the Commodity Intermediary has received and had reasonable opportunity to act on the Secured Party’s notice of election of exclusive control. (g) The rights and powers granted to the Secured Party under this Section 4 and the other provisions of this Agreement have been granted in order to perfect the Secured Party’s Lien with respect to the Trading Account and the Trading Account Property, are powers coupled with an interest, and will not be affected by the bankruptcy of the Debtor or by the lapse of time.

Entitlement Orders. (a) The Debtor hereby grants its continuing consent to Except as otherwise provided in this Section 3, the Commodity Securities Intermediary to shall comply with any and all notifications, whether written or oral, communicated to the Commodity Intermediary directing transfer, liquidation, or redemption of any entitlement orders (as defined in Section 8‑102(a)(8) of the Trading Account Property UCC) (each such notification being referred to herein as an “"Entitlement Order”Orders") originated by the Secured Party, Pledgor (or the Servicer on its behalf) with respect to the Covered Accounts or the financial assets credited thereto without any further consent by the Debtor or any other Person. (b) Nothing herein contained shall be construed so as to prevent the Debtor from remaining the owner, subject to the interest for the Secured Party as it may appear, of the Trading Account. Until the Secured Party elects to the contrary and delivers notice of such election in writing to the Commodity Intermediary, the Debtor may make such additional transactions in the Trading Account as the Commodity Intermediary shall be willing to accept for execution and/or clearance. In the event the Secured Party does make such election and delivers such notice in writing to the Commodity Intermediary, the Debtor shall not thereafter execute any transactions in the Trading Account, and the Commodity Intermediary shall cease complying with orders or other directions concerning the Trading Account originated by the Debtor. Upon receipt by the Commodity Intermediary of notice of such election and if directed by the Secured Party, the Commodity Intermediary will use commercially reasonable efforts to cancel open orders that have been entered by the Debtor through the Commodity Intermediary which have not yet been executed. If the Commodity Intermediary is unable to cancel such orders before they are executed, the transactions will be considered valid and binding on the Debtor and the Secured Party and the Debtor and the Secured Party shall have no claim against the Commodity Intermediary in connection with such transactions. In the event that orders are executed for the Debtor’s Trading Account by a third party pursuant to the terms of a “give-up” or similar agreement among the Debtor, the Commodity Intermediary and such third party, the Commodity Intermediary will use commercially reasonable efforts, subject to the terms of such agreement, to notify such third party that the Commodity Intermediary will not thereafter accept trades executed by such third party for clearance into the Debtor’s Trading Account. (c) The Commodity Intermediary has not entered into any agreement with the Debtor or any other Person purporting to limit or condition the obligation of the Commodity Intermediary to comply with Entitlement Orders originated by the Secured Party. (db) If at any time the Commodity Securities Intermediary shall receive any Entitlement Order from the Secured PartyParty relating to any Covered Account or the financial assets credited thereto, the Commodity Securities Intermediary shall comply with such Entitlement Order without further consent by the Debtor Pledgor or any other Person, notwithstanding person. In the event that such any Entitlement Order may from the Secured Party conflicts with an Entitlement Order from the Pledgor (or the Servicer on its behalf), and such conflict with any instruction or notification is not otherwise resolved by the Debtor Secured Party and the Pledgor (or any other Personthe Servicer on its behalf) with written notice to the Securities Intermediary, the Entitlement Order from the Secured Party shall govern. (ec) The Commodity Intermediary need not investigate whether 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 Pledgor (or the Servicer on its behalf) until such time, if any, as such Notice of Exclusive Control is entitled under rescinded in writing by the Secured Party’s agreements with the Debtor to give an Entitlement Order or a notice of exclusive control. The Commodity Intermediary may rely on notices and communications it reasonably believes are given by the appropriate party. (fd) The Commodity Intermediary will not be liable to Solely as among the Secured Party for complying with orders or other instructions from and the Debtor that are received by the Commodity Intermediary before the Commodity Intermediary has received and had reasonable opportunity to act on the Secured Party’s notice of election of exclusive control. (g) The rights and powers granted to Pledgor, the Secured Party under this Section 4 and the other provisions of this Agreement have been granted in order to perfect the Secured Party’s Lien with respect to the Trading Account and the Trading Account Property, are powers coupled with an interest, and agrees that it will not be affected by the bankruptcy deliver a Notice of the Debtor or by the lapse Exclusive Control unless an Event of timeDefault has occurred and is continuing.

Entitlement Orders. (a) The Debtor hereby grants its continuing consent to the Commodity Intermediary to comply with any and all notifications, whether written or oral, communicated to the Commodity Intermediary directing transfer, liquidation, or redemption of any of the Trading Account Property (each such notification being referred to herein as an “Entitlement Order”) originated by the Secured Party, without any further consent by the Debtor or any other Person. (b) Nothing herein contained shall be construed so as to prevent the Debtor from remaining the owner, subject to the interest for the Secured Party as it may appear, of the Trading Account. Until the Secured Party elects to the contrary and delivers notice of such election in writing to the Commodity Intermediary, the Debtor may make such additional transactions in the Trading Account said account as the Commodity Intermediary shall be willing to accept for execution and/or clearance. In the event the Secured Party does make such election and delivers such notice in writing to the Commodity Intermediary, the Debtor shall not thereafter execute any transactions in the Trading Account, and the Commodity Intermediary shall cease complying with orders or other directions concerning the Trading Account originated by the Debtor. Upon receipt by the Commodity Intermediary of notice of such election and if directed by the Secured Party, the Commodity Intermediary will use commercially reasonable efforts to cancel open orders that have been entered by the Debtor through the Commodity Intermediary which have not yet been executed. If the Commodity Intermediary is unable to cancel such orders before they are executed, the transactions will be considered valid and binding on the Debtor and the Secured Party and the Debtor and the Secured Party shall have no claim against the Commodity Intermediary in connection with such transactionsParty. In the event that orders are executed for the Debtor’s Trading Account account by a third party pursuant to the terms of a “give-up” or similar agreement among the Debtor, the Commodity Intermediary and such third party, the Commodity Intermediary will use commercially reasonable efforts, subject to the terms of such agreement, to notify such third party that the Commodity Intermediary will not thereafter accept trades executed by such third party for clearance into the Debtor’s Trading Accountaccount. (c) The Commodity Intermediary has not entered into any agreement with the Debtor or any other Person purporting to limit or condition the obligation of the Commodity Intermediary to comply with Entitlement Orders originated by the Secured Party. (d) If at any time the Commodity Intermediary shall receive any Entitlement Order from the Secured Party, the Commodity Intermediary shall comply with such Entitlement Order without further consent by the Debtor or any other Person, notwithstanding that such Entitlement Order may conflict with any instruction or notification by the Debtor or any other Person. (e) The Commodity Intermediary need not investigate whether the Secured Party is entitled under the Secured Party’s agreements with the Debtor to give an Entitlement Order or a notice of exclusive control. The Commodity Intermediary intermediary may rely on notices and communications it reasonably believes are given by the appropriate party. (f) The Commodity Intermediary will not be liable to the Secured Party for complying with orders or other instructions from the Debtor that are received by the Commodity Intermediary before the Commodity Intermediary has received and had reasonable opportunity to act on the Secured Party’s notice of election of exclusive control. (g) The rights and powers granted to the Secured Party under this Section 4 and the other provisions of this Agreement have been granted in order to perfect the Secured Party’s Lien with respect to the Trading Account and the Trading Account Property, are powers coupled with an interest, and will not be affected by the bankruptcy of the Debtor or by the lapse of time.

Entitlement Orders. (a) The Debtor hereby grants its continuing consent to the Commodity Intermediary to comply with any and all notifications, whether written or oral, communicated to the Commodity Intermediary directing transfer, liquidation, or redemption of any of the Trading Account Property (each such notification being referred to herein as an “Entitlement Order”) originated by the Secured Party, without any further consent by the Debtor or any other Person. (b) Nothing herein contained shall be construed so as to prevent the Debtor from remaining the owner, subject to the interest for the Secured Party as it may appear, of the Trading Account. Until the Secured Party elects to the contrary and delivers notice of such election in writing to the Commodity Intermediary, the Debtor may make such additional transactions in the Trading Account said account as the Commodity Intermediary shall be willing to accept for execution and/or clearance. In the event the Secured Party does make such election and delivers such notice in writing to the Commodity Intermediary, the Debtor shall not thereafter execute any transactions in the Trading Account, and the Commodity Intermediary shall cease complying with orders or other directions concerning the Trading Account originated by the Debtor. Upon receipt by the Commodity Intermediary of notice of such election and if directed by the Secured Party, the Commodity Intermediary will use commercially reasonable efforts to cancel open orders that have been entered by the Debtor through the Commodity Intermediary which have not yet been executed. If the Commodity Intermediary is unable to cancel such orders before they are executed, the transactions will be considered valid and binding on the Debtor and the Secured Party and the Debtor and the Secured Party shall have no claim against the Commodity Intermediary in connection with such transactionsParty. In the event that orders are executed for the Debtor’s Trading Account account by a third party pursuant to the terms of a “give-up” or similar agreement among the Debtor, the Commodity Intermediary and such third party, the Commodity Intermediary will use commercially reasonable efforts, subject to the terms of such agreement, to notify such third party that the Commodity Intermediary will not thereafter accept trades executed by such third party for clearance into the DebtorXxxxxx’s Trading Accountaccount. (c) The Commodity Intermediary has not entered into any agreement with the Debtor or any other Person purporting to limit or condition the obligation of the Commodity Intermediary to comply with Entitlement Orders originated by the Secured Party. (d) If at any time the Commodity Intermediary shall receive any Entitlement Order from the Secured Party, the Commodity Intermediary shall comply with such Entitlement Order without further consent by the Debtor or any other Person, notwithstanding that such Entitlement Order may conflict with any instruction or notification by the Debtor or any other Person. (e) The Commodity Intermediary need not investigate whether the Secured Party is entitled under the Secured Party’s agreements with the Debtor to give an Entitlement Order or a notice of exclusive control. The Commodity Intermediary may rely on notices and communications it reasonably believes are given by the appropriate party. (f) The Commodity Intermediary will not be liable to the Secured Party for complying with orders or other instructions from the Debtor that are received by the Commodity Intermediary before the Commodity Intermediary has received and had reasonable opportunity to act on the Secured Party’s notice of election of exclusive control. (g) The rights and powers granted to the Secured Party under this Section 4 and the other provisions of this Agreement have been granted in order to perfect the Secured Party’s Lien with respect to the Trading Account and the Trading Account Property, are powers coupled with an interest, and will not be affected by the bankruptcy of the Debtor or by the lapse of time.

Entitlement Orders. (a) The Debtor hereby grants its continuing consent to the Commodity Intermediary to comply with any and all notifications, whether written or oral, communicated to the Commodity Intermediary directing transfer, liquidation, or redemption of any of the Trading Account Property (each such notification being referred to herein as an “Entitlement Order”) originated by the Secured Party, without any further consent by the Debtor or any other Person. (b) Nothing herein contained shall be construed so as to prevent the Debtor from remaining the owner, subject to the interest for the Secured Party as it may appear, of the Trading Account. Until the Secured Party elects to the contrary and delivers notice of such election in writing to the Commodity Intermediary, the Debtor may make such additional transactions in the Trading Account said account as the Commodity Intermediary shall be willing to accept for execution and/or clearance. In the event the Secured Party does make such election and delivers such notice in writing to the Commodity Intermediary, the Debtor shall not thereafter execute executed any transactions in the Trading Account, and the Commodity Intermediary shall cease complying with orders or other directions concerning the Trading Account, and the Commodity Intermediary shall cease complying with order or other directions concerning the Trading Account originated by the Debtor. Upon receipt by the Commodity Intermediary of notice of such election and if directed by the Secured Party, the Commodity Intermediary will use commercially reasonable efforts to cancel open orders that have been entered by the Debtor through the Commodity Intermediary which have not yet been executed. If the Commodity Intermediary is unable to cancel such orders before they are executed, the transactions will be considered valid and binding on the Debtor and the Secured Party and the Debtor and the Secured Party shall have no claim against the Commodity Intermediary in connection with such transactionsParty. In the event that orders are executed for the Debtor’s Trading Account account by a third party pursuant to the terms of a “give-up” or similar agreement among the Debtor, the Commodity Intermediary and such third party, the Commodity Intermediary will use commercially reasonable efforts, subject to the terms of such agreement, to notify such third party that the Commodity Intermediary will not thereafter accept trades executed by such third party for clearance into the Debtor’s Trading Accountaccount. (c) The Commodity Intermediary has not entered into any agreement with the Debtor or any other Person purporting to limit or condition the obligation of the Commodity Intermediary to comply with Entitlement Orders originated by the Secured Party. (d) If at any time the Commodity Intermediary shall receive any Entitlement Order from the Secured Party, the Commodity Intermediary shall comply with such Entitlement Order without further consent by the Debtor or any other Person, notwithstanding that such Entitlement Order may conflict with any instruction or notification by the Debtor or any other Person. (e) The Commodity Intermediary need not investigate whether the Secured Party is entitled under the Secured Party’s agreements with the Debtor to give an Entitlement Order or a notice of exclusive control. The Commodity Intermediary may rely on notices and communications it reasonably believes are given by the appropriate party. (f) The Commodity Intermediary will not be liable to the Secured Party for complying with orders or other instructions from the Debtor that are received by the Commodity Intermediary before the Commodity Intermediary has received and had reasonable opportunity to act on the Secured Party’s notice of election of exclusive control. (g) The rights and powers granted to the Secured Party under this Section 4 and the other provisions of this Agreement have been granted in order to perfect the Secured Party’s Lien with respect to the Trading Account and the Trading Account Property, are powers coupled with an interest, and will not be affected by the bankruptcy of the Debtor or by the lapse of time.

Entitlement Orders. If, at any time Securities Intermediary shall receive any entitlement order (aas defined in Section 8-102(a)(8) The Debtor hereby grants its continuing consent to the Commodity Intermediary to comply with any and all notifications, whether written or oral, communicated to the Commodity Intermediary directing transfer, liquidation, or redemption of any of the Trading Account Property UCC) (each such notification being referred to herein as an “Entitlement Order”) originated by the Secured Party, without any further consent by the Debtor or any other Person. (b) Nothing herein contained shall be construed so as to prevent the Debtor from remaining the owner, subject to the interest for the Secured Party as it may appear, directing the transfer or redemption of any financial asset or security entitlement relating to any of the Trading Account. Until the Secured Party elects to the contrary and delivers notice of such election in writing to the Commodity IntermediarySecurities Accounts, the Debtor may make such additional transactions in the Trading Account as the Commodity Intermediary shall be willing to accept for execution and/or clearance. In the event the Secured Party does make such election and delivers such notice in writing to the Commodity Intermediary, the Debtor shall not thereafter execute any transactions in the Trading Account, and the Commodity Intermediary shall cease complying with orders or other directions concerning the Trading Account originated by the Debtor. Upon receipt by the Commodity Intermediary of notice of such election and if directed by the Secured Party, the Commodity Intermediary will use commercially reasonable efforts to cancel open orders that have been entered by the Debtor through the Commodity Intermediary which have not yet been executed. If the Commodity Intermediary is unable to cancel such orders before they are executed, the transactions will be considered valid and binding on the Debtor and the Secured Party and the Debtor and the Secured Party shall have no claim against the Commodity Intermediary in connection with such transactions. In the event that orders are executed for the Debtor’s Trading Account by a third party pursuant to the terms of a “give-up” or similar agreement among the Debtor, the Commodity Intermediary and such third party, the Commodity Intermediary will use commercially reasonable efforts, subject to the terms of such agreement, to notify such third party that the Commodity Intermediary will not thereafter accept trades executed by such third party for clearance into the Debtor’s Trading Account. (c) The Commodity Intermediary has not entered into any agreement with the Debtor or any other Person purporting to limit or condition the obligation of the Commodity Intermediary to comply with Entitlement Orders originated by the Secured Party. (d) If at any time the Commodity Intermediary shall receive any Entitlement Order from the Secured Party, the Commodity Securities Intermediary shall comply with such Entitlement Order without further consent by the Debtor Grantor or any other Personperson or entity. Securities Intermediary shall have no obligation to act, notwithstanding that 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 may conflict 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 instruction or notification by the Debtor or any other Person. (e) The Commodity Intermediary need not investigate whether the Secured Party is entitled under the account, directly to Secured Party’s agreements with the Debtor to give an Entitlement Order ; provided, however that nothing contained herein shall require any action in violation of, or a notice of exclusive control. The Commodity Intermediary may rely on notices and communications it reasonably believes are given by the appropriate party. (f) The Commodity Intermediary will not be liable to the Secured Party prevent any action necessary for complying with orders or other instructions from the Debtor that are received by the Commodity Intermediary before the Commodity Intermediary has received and had reasonable opportunity to act compliance with, any applicable law on the Secured Party’s notice part of election of exclusive controlSecurities Intermediary. (g) The rights and powers granted to the Secured Party under this Section 4 and the other provisions of this Agreement have been granted in order to perfect the Secured Party’s Lien with respect to the Trading Account and the Trading Account Property, are powers coupled with an interest, and will not be affected by the bankruptcy of the Debtor or by the lapse of time.

Entitlement Orders. (a) The Debtor hereby grants its continuing consent to the Commodity Intermediary to comply complying with any and all notifications, whether written or oral, communicated to the Commodity Intermediary directing transfer, liquidation, or redemption of any of the Trading Account Property (each such notification being referred to herein as an “Entitlement Order”) originated by the Secured Party, without any further consent by the Debtor or any other Person. (b) Nothing herein contained shall be construed so as to prevent the Debtor from remaining the owner, subject to the interest for the Secured Party as it may appear, owner of the Trading Account, subject to Secured Party’s security interest therein and its rights and remedies under this Agreement and the Financing Agreement. Until the Secured Party elects to the contrary and delivers notice of such election in writing to the Commodity Intermediary, the Debtor may make such additional transactions in the Trading Account as the Commodity Intermediary shall be willing to accept for execution and/or clearance. In the event the Secured Party does make makes such election and delivers such notice in writing to the Commodity Intermediary, the Debtor shall not thereafter execute any transactions in the Trading Account. After receipt of any such notice from Secured Party, and the Commodity Intermediary shall cease complying with orders or other directions concerning the Trading Account originated by the Debtor. Upon receipt by the Commodity Intermediary of notice of such election and if directed by the Secured Party, the Commodity Intermediary will use commercially reasonable efforts to cancel open orders that have been entered authorized by the Debtor through the Commodity Intermediary but which have not yet been executed. If the Commodity Intermediary is unable to cancel such orders before they are executed, the transactions will be considered valid and binding on the Debtor and the Secured Party and the Debtor and the Secured Party shall have no claim against the Commodity Intermediary in connection with such transactionsParty. In the event that orders are executed for the Debtor’s Trading Account account by a third party pursuant to the terms of a “give-up” or similar agreement among the Debtor, the Commodity Intermediary and such third party, the Commodity Intermediary will use commercially reasonable efforts, subject to the terms of such agreement, to notify such third party that the Commodity Intermediary will not thereafter accept trades executed by such third party for clearance into the Debtor’s Trading Accountaccount. (c) The Commodity Intermediary confirms that it has not entered into any agreement with the Debtor or any other Person purporting to limit or condition the obligation of the Commodity Intermediary to comply with Entitlement Orders originated by the Secured Party. (d) If at any time the Commodity Intermediary shall receive any Entitlement Order from the Secured Party, the Commodity Intermediary shall comply with such Entitlement Order without further consent by the Debtor or any other Person, notwithstanding that such Entitlement Order may conflict with any instruction or notification by the Debtor or any other Person. (e) The Commodity Intermediary need not investigate whether the Secured Party is entitled under the Secured Party’s agreements with the Debtor to give an Entitlement Order or a notice of exclusive control. The Commodity Intermediary may rely on notices and communications it reasonably believes are given by the appropriate party. (f) The Commodity Intermediary will not be liable to the Secured Party for complying with orders or other instructions from the Debtor that are received by the Commodity Intermediary before the Commodity Intermediary has received and has had reasonable opportunity to act on the Secured Party’s notice of election of exclusive control. (g) The rights and powers granted to the Secured Party under this Section 4 4, under Section 2(b) above, and the other provisions of this Agreement have been granted in order to perfect the Secured Party’s Lien with respect to the Trading Account and the Trading Account Property, are powers coupled with an interest, and will not be affected by the bankruptcy of the Debtor or by the lapse of time. (h) As between Secured Party and Debtor, Secured Party agrees that it will not give an Entitlement Order or notice of exclusive control under this Agreement unless an “Event of Default” exists under the Financing Agreement or unless directed to do so by the Required Banks referred to in the Financing Agreement; provided, however, that (i) nothing in Section 4(h) shall affect Commodity Intermediary’s rights and obligations under this Agreement, including, without limitation, its rights and obligations under Sections 4(d) and 4(e) above, and (ii) if Debtor disputes Secured Party’s right at any time to give an Entitlement Order or notice of exclusive control under this Agreement its sole remedy in respect thereof shall be to bring a suit for monetary damages against Secured Party and the Banks under the Financing Agreement; it being understood and agreed that Debtor may not, and Debtor hereby waives any right to, bring any suit or similar action against Commodity Intermediary, the Trading Account or any Trading Account Property in connection with Secured Party’s exercise of its rights under this Agreement, and that Debtor’s right to bring a suit for monetary damages against Secured Party and such Banks constitutes an adequate remedy at law.