Common use of Funds Transfer Security Procedures Clause in Contracts

Funds Transfer Security Procedures. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: The Borrower’s payment instruction is to include the name and (in the case of a facsimile) signature of the person initiating the funds transfer request. If the name is listed as an Authorized Person on a certificate in the form of Schedule I hereto delivered pursuant to the Agreement, the Bank will confirm the instructions by telephone call to any person listed as an Authorized Person, who may be the same person who initiated the instruction. When calling back, the Bank will request from the relevant party’s staff member his or her name. If the name is listed in the Escrow Agent’s records as an Authorized Person, the Bank will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. The Borrower acknowledges that the Bank has offered such party other security procedures that are more secure and are commercially reasonable for such party, and that such party has nonetheless chosen the procedures described in this paragraph. The Borrower agrees to be bound by any payment order issued in its name, whether or not authorized, that is accepted by the Bank in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number), the Bank, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. The Borrower agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank hereunder. The Escrow Agent shall not be obliged to make any payment or otherwise to act on any instruction notified to it under this Agreement if it is unable to validate the authenticity of the request by telephoning an Authorized Person who has not executed the relevant request or instruction of the relevant party. Payment or other action on any instruction by an Authorized Person of the relevant party will be made or taken by the Escrow Agent as promptly as possible after Escrow Agent’s verification of instructions as set forth above, which in no case shall exceed (i) if such instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which such instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructions.

Funds Transfer Security Procedures. With respect In the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement) pursuant to any “funds transfer,” as defined Section 5 hereof, whether in Article 4-A of the Uniform Commercial Codewriting, or otherwise, the following security procedure will apply: The Borrower’s payment instruction Escrow Agent is authorized to include seek confirmation of such instructions by telephone call-back to the name persons designated on Schedule A hereto, and (in the case Escrow Agent may rely upon the confirmations of a facsimile) signature of anyone purporting to be the person initiating so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the funds transfer requestEscrow Agent. If the name Escrow Agent is listed as an Authorized Person on a certificate unable to contact any of the authorized representatives identified in the form of Schedule I hereto delivered pursuant to the AgreementA hereto, the Bank will confirm the Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call call-back to any person listed as an Authorized Person, who may be one or more authorized officers or representatives of the same person who initiated Company and/or the instruction. When calling backStage I Trustee (in each case, the Bank will request from “Authorized Representative”), as the relevant party’s staff member his or her name. If the name is listed in case may be, as the Escrow Agent’s records as an Agent may select. Such Authorized PersonRepresentative shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Bank will confirm Escrow Agent may rely upon the instructions with respect to amount, names and numbers confirmation of accounts anyone purporting to be charged any such officer or credited and other relevant reference informationrepresentative. The Borrower acknowledges parties to this Escrow Agreement acknowledge that such security procedure is commercially reasonable. It is understood that the Bank has offered such party other security procedures that are more secure Escrow Agent and are commercially reasonable for such party, and that such party has nonetheless chosen the procedures described beneficiary’s bank in this paragraph. The Borrower agrees to be bound by any payment order issued in its name, whether or not authorized, that is accepted by the Bank in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number), the Bank, and any other bank participating in the funds transfer, transfer may rely solely on upon any account numbers or similar identifying number provided by either of the unique identifierOther Parties to identify (i) the beneficiary, even if it identifies a party different than (ii) the party named. This applies to beneficiaries as well as any beneficiary’s bank, or (iii) an intermediary bank. The Borrower agrees to be bound by Escrow Agent may apply any of the rules of any funds transfer network used in connection with the Escrow Account for any payment order accepted by it executes using any such identifying number, even where its use may result in a person other than the Bank hereunder. The Escrow Agent shall not be obliged beneficiary being paid, or the transfer of funds to make any payment a bank other than the beneficiary’s bank or otherwise to act on any instruction notified to it under this Agreement if it is unable to validate the authenticity of the request by telephoning an Authorized Person who has not executed the relevant request or instruction of the relevant party. Payment or other action on any instruction by an Authorized Person of the relevant party will be made or taken by the Escrow Agent as promptly as possible after Escrow Agent’s verification of instructions as set forth aboveintermediary bank, which in no case shall exceed (i) if such instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which such instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructionsdesignated.

Funds Transfer Security Procedures. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: The BorrowerAn Interested Party’s payment instruction is to include the name and (in the case of a facsimile) signature of the person initiating the funds transfer request. If the name is listed as an Authorized Person on a certificate in the form of Schedule I 1 hereto delivered pursuant to the Escrow Agreement, the Bank will confirm the instructions by telephone call to any person listed as an Authorized Person, who may be the same person who initiated the instruction. When calling back, the Bank will request from the relevant partyInterested Party’s staff member his or her name. If the name is listed in the Escrow Agent’s records as an Authorized Person, the Bank will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. The Borrower Each Interested Party acknowledges that the Bank has offered such party Interested Party other security procedures that are more secure and are commercially reasonable for such partyInterested Party, and that such party Interested Party has nonetheless chosen the procedures described in this paragraph. The Borrower Each Interested Party agrees to be bound by any payment order issued in its name, whether or not authorized, that is accepted by the Bank in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number), the Bank, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. The Borrower Each Interested Party agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank hereunder. The Escrow Agent shall not be obliged to make any payment or otherwise to act on any instruction notified to it under this Agreement if it is unable to validate the authenticity of the request by telephoning an Authorized Person who has not executed the relevant request or instruction of the relevant party. Payment or other action on any instruction by an Authorized Person of the relevant party will be made or taken by the Escrow Agent as promptly as possible after Escrow Agent’s verification of instructions as set forth above, which in no case shall exceed (i) if such instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which such instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructions.

Funds Transfer Security Procedures. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: The BorrowerDepositor’s payment instruction is to include the name and (in the case of a facsimile) signature of the person initiating the funds transfer request. If the name is listed as an Authorized Person on a certificate in the form of Schedule I 1 hereto delivered pursuant to the Agreement, the Bank will confirm the instructions by telephone call to any person listed as an Authorized Person, who may be the same person who initiated the instruction. When calling back, the Bank will request from the relevant partyDepositor’s staff member his or her name. If the name is listed in the Escrow Agent’s records as an Authorized Person, the Bank will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. The Borrower Each Depositor acknowledges that the Bank has offered such party Depositor other security procedures that are more secure and are commercially reasonable for such partyDepositor, and that such party Depositor has nonetheless chosen the procedures described in this paragraph. The Borrower Each Depositor agrees to be bound by any payment order issued in its name, whether or not authorized, that is accepted by the Bank in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number), the Bank, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. The Borrower Each Depositor agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank hereunder. The Escrow Agent shall not be obliged to make any payment or otherwise to act on any instruction notified to it under this Agreement if it is unable to validate the authenticity of the request by telephoning an Authorized Person who has not executed the relevant request or instruction of the relevant party. Payment or other action on any instruction by an Authorized Person of the relevant party will be made or taken by the Escrow Agent as promptly as possible after Escrow Agent’s verification of instructions as set forth above, which in no case shall exceed (i) if such instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which such instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructions.

Funds Transfer Security Procedures. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: The BorrowerAn Interested Party’s payment instruction is to include the name and (in the case of a facsimile) signature of the person initiating the funds transfer request. If the name is listed as an Authorized Person on a certificate in the form of Schedule I hereto delivered pursuant to the this Escrow Agreement, the Bank will confirm the instructions by telephone call to any person listed as an Authorized Person, who may be the same person who initiated the instruction. When calling back, the Bank will request from the relevant partyInterested Party’s staff member his or her name. If the name is listed in the Escrow Agent’s records as an Authorized Person, the Bank will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. The Borrower Where this Escrow Agreement contemplates joint payment instructions from the interested parties, the Escrow Agent shall call back both the Company and the Investor Representative. Each Interested Party acknowledges that the Bank has offered such party Interested Party other security procedures that are more secure and are commercially reasonable for such partyInterested Party, and that such party Interested Party has nonetheless chosen the procedures described in this paragraph. The Borrower Each Interested Party agrees to be bound by any payment order issued in its name, whether or not authorized, that is accepted by the Bank in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number), the Bank, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. The Borrower Each Interested Party agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank hereunder. The Escrow Agent shall not be obliged to make any payment or otherwise to act on any instruction notified to it under this Escrow Agreement if it is unable to validate the authenticity of the request by telephoning an Authorized Person who has not executed the relevant request or instruction of the relevant partyInterested Party. Payment or other action otherwise to act on any instruction by an Authorized Person of the relevant party Interested Party will be made or taken by the Escrow Agent within three (3) Business Days (as promptly as possible defined in Section 6 of Part II – Terms and Conditions) after the Escrow Agent’s verification of instructions as set forth above, which in no case shall exceed (i) if such instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which such instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructions.

Funds Transfer Security Procedures. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: The BorrowerAn Interested Party’s payment instruction is to include the name and (in the case of a facsimile) signature of the person initiating the funds transfer request. If the name is listed as an Authorized Person on a certificate in the form of Schedule I hereto delivered pursuant to the Agreement, the Bank will confirm the instructions by telephone call to any person listed as an Authorized Person, who may be the same person who initiated the instruction. When calling back, the Bank will request from the relevant partyInterested Party’s staff member his or her name. If the name is listed in the Escrow Agent’s records as an Authorized Person, the Bank will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. The Borrower Where the Agreement contemplates a Joint Instruction from the Interested Parties, the Escrow Agent shall call back both Parent and the Representative. Each Interested Party acknowledges that the Bank has offered such party Interested Party other security procedures that are more secure and are commercially reasonable for such partyInterested Party, and that such party Interested Party has nonetheless chosen the procedures described in this paragraph. The Borrower Each Interested Party agrees to be bound by any payment order issued in its name, whether or not authorized, that is accepted by the Bank in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number), the Bank, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. The Borrower Each Interested Party agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank hereunder. The Escrow Agent shall not be obliged to make any payment or otherwise to act on any instruction notified to it under this Agreement if it is unable to validate the authenticity of the request by telephoning an Authorized Person who has not executed the relevant request or instruction of the relevant partyInterested Party. Payment or other action otherwise to act on any instruction by an Authorized Person of the relevant party Interested Party will be made or taken by the Escrow Agent within three (3) Business Days (as promptly as possible defined in Section 6) after Escrow Agent’s verification of instructions as set forth above, which in no case shall exceed (i) if such instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which such instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructions.