Common use of Notice of Exclusive Control Clause in Contracts

Notice of Exclusive Control. The Securities Intermediary agrees that following its receipt from the Program Agent of a notice substantially in the form of Annex A hereto in accordance with Section 3(e) hereof (the “Notice of Exclusive Control”), the Securities Intermediary shall not, unless such Notice of Exclusive Control has been revoked in writing by the Program Agent, (i) sell, dispose of or encumber any Control Assets or release any Control Assets except pursuant to an entitlement order or instruction from the Program Agent, or (ii) follow any entitlement order or other instruction of the Borrower in respect of any Control Assets; provided, that in respect of any transaction involving any Control Asset which is in the process of being executed at the time of the Securities Intermediary’s receipt of a Notice of Exclusive Control in accordance with Section 3(e) hereof, the Securities Intermediary agrees to comply with this Section 3(f) within a reasonable amount of time. The Program Agent agrees on the date hereof and from time to time hereafter to provide the Securities Intermediary with a certificate in the form of Annex B hereto which sets forth the names and signatures of its representatives who are authorized to give the Securities Intermediary instructions, entitlement orders and instructions concerning the Collateral Accounts and the Pledged Collateral (the “Program Agent Authorized Representatives”). Until the Securities Intermediary has received a subsequent authorized representative certificate in the form of Annex B attached hereto from the Program Agent, the Securities Intermediary shall be entitled to conclusively rely on the last authorized representative certificate delivered to it by the Program Agent hereunder for the purpose of determining the authorized representatives of the Program Agent.

Notice of Exclusive Control. The Securities Intermediary agrees that that, following its receipt from the Program Agent of a notice substantially in the form of Annex ANNEX A hereto in accordance with Section 3(e) hereof (the “"Notice of Exclusive Control”"), the Securities Intermediary shall not, unless such Notice of Exclusive Control has been revoked in writing by the Program Agent, (i) sell, dispose of or encumber any Control Assets or release any Control Assets except pursuant to an entitlement order or instruction direction from the Program Agent, or (ii) follow any entitlement order order, direction or other instruction of the Borrower in respect of any Control Assets; providedPROVIDED, that in respect of any transaction involving any Control Asset which is in the process of being executed at the time of the Securities Intermediary’s 's receipt of a Notice of Exclusive Control in accordance with Section 3(eSECTION 3(F) hereof, the Securities Intermediary agrees to comply with this Section 3(fSECTION 3(F) within a reasonable amount of timetime (for the avoidance of doubt, the Securities Intermediary shall have no liability for not reversing any trade that was in progress prior to its receipt of such Notice of Exclusive Control). The Program Agent agrees on the date hereof and from time to time hereafter to provide the Securities Intermediary with a certificate in the form of Annex ANNEX B hereto which sets forth the names and signatures of its representatives who are authorized to give the Securities Intermediary instructions, instructions and entitlement orders and instructions directions concerning the Collateral Accounts Account and the Pledged Assigned Collateral (the “Program "Agent Authorized Representatives”"). Until the Securities Intermediary has received a subsequent authorized representative certificate in the form of Annex ANNEX B attached hereto from the Program Agent, the Securities Intermediary shall be entitled to conclusively rely on the last authorized representative certificate delivered to it by the Program Agent hereunder for the purpose of determining the authorized representatives of the Program Agent.

Notice of Exclusive Control. The Securities Intermediary agrees that following its receipt from the Program Administrative Agent of a notice substantially in the form of Annex A hereto in accordance with Section 3(e) hereof (the “Notice of Exclusive Control”), the Securities Intermediary shall not, unless such Notice of Exclusive Control has been revoked in writing by the Program Agent, Administrative Agent (i) sell, dispose of or encumber any Control Assets or release any Control Assets except pursuant to an entitlement order or instruction from the Program Agent, Administrative Agent or (ii) follow any entitlement order or other instruction of the Borrower in respect of any Control Assets; provided, provided that in respect of any transaction involving any Control Asset which is in the process of being executed at the time of the Securities Intermediary’s receipt of a Notice of Exclusive Control in accordance with Section 3(e) hereof, the Securities Intermediary agrees to comply with this Section 3(f) within a reasonable amount of time. The Program Administrative Agent agrees on the date hereof and from time to time hereafter to provide the Securities Intermediary with a certificate in the form of Annex B hereto which sets forth the names and signatures of its representatives who are authorized to give the Securities Intermediary instructions, instructions and entitlement orders and instructions concerning the Collateral Accounts Account and the Pledged Collateral (the “Program Agent Authorized Representatives”). Until the Securities Intermediary has received a subsequent authorized representative certificate in the form of Annex B attached hereto from the Program Administrative Agent, the Securities Intermediary shall be entitled to conclusively rely on the last authorized representative certificate delivered to it by the Program Administrative Agent hereunder for the purpose of determining the authorized representatives of the Program Administrative Agent.