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(the “Notice of Exclusive Control”), the Securities Intermediary shall not, unless such Notice of Exclusive Control has been revoked in writing by the Program Agent, (i) sell, dispose of or encumber any Control Assets or release any Control Assets except pursuant to an entitlement order or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. (i) Until the Securities Intermediary shall have received a Notice of Exclusive Control or if all previous Notices of Exclusive Control have been revoked in writing by the Program Agent, the Securities Intermediary shall hold and administer the Control Assets as if no Notice of Exclusive Control has been received. The Program Agent agrees that if it has delivered a Notice of Exclusive Control to the Securities Intermediary and thereafter the Borrower has established to the reasonable satisfaction of the Program Agent that no Event of Default shall be continuing, it shall deliver to the Securities Intermediary a notice revoking such Notice of Exclusive Control; provided, that nothing herein (other than the penultimate sentence of Section 3(e)) shall be deemed to limit the ability of the Program Agent to deliver any subsequent Notice of Exclusive Control. (ii) The Securities Intermediary shall have no responsibility or liability to the Program Agent for settling trades of financial assets carried in the Collateral Accounts at the direction of and in accordance with the Proper Instructions (as defined in the Custodial Agreement) given in accordance with the Custodial Agreement, or for complying with entitlement orders concerning any Control Assets, which is received by the Securities Intermediary prior to receipt of a Notice of Exclusive Control. The Securities Intermediary shall have no responsibility or liability to the Borrower for complying with a Notice of Exclusive Control or complying with entitlement orders concerning any Control Assets originated by a Program Agent Authorized Representative at any time. The Securities Intermediary shall have no duty to investigate or make any determination as to whether an Event of Default exists under the Credit Agreement, and the Securities Intermediary shall comply with a Notice of Exclusive Control notwithstanding that it may believe or the Borrower may allege that no such Event of Default exists.

Notice of Exclusive Control. The Until 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 receives a Notice of Exclusive Control in accordance with Section 3(e) hereoffrom Secured Party, the Securities Intermediary agrees is authorized to comply with this Section 3(f) within a reasonable amount of time. The Program Agent agrees on act only upon joint Written Instructions, including entitlement orders, from Pledgor and Secured Party that would transfer or remove Collateral from the date hereof and from time to time hereafter to provide the Account; provided, however, until 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. (i) Until the Securities Intermediary shall have received receives a Notice of Exclusive Control or if all previous Notices of Exclusive Control have been revoked in writing by the Program Agentfrom Secured Party, the Securities Intermediary shall hold is authorized to act only upon Written Instructions of Pledgor with respect to (i) the sale, exchange or redemption of any Collateral in the Account the proceeds of which remain in the Account and administer the Control Assets as if no Notice (ii) to any transfer of Exclusive Control has been received. The Program Agent agrees that if it has delivered a Notice of Exclusive Control Collateral to the Securities Intermediary and thereafter the Borrower has established Specified Secured Party Account (as defined below) at any time on or after August 29, 2015 (a “Specified Secured Party Account Transfer”). Secured Party may, subject to the reasonable satisfaction terms of the Program Agent that no Event Pledge Agreement, exercise sole and exclusive control of Default shall be continuing, it shall deliver the Account and the Collateral held therein by delivering to the Securities Intermediary a notice revoking such Notice of Exclusive Control; provided, however, that nothing herein (other than the penultimate sentence of Section 3(e)) shall be deemed to limit the ability of the Program Agent Secured Party hereby agrees not to deliver any subsequent to Securities Intermediary a Notice of Exclusive Control. (ii) The Securities Intermediary shall have no responsibility or liability to the Program Agent for settling trades of financial assets carried in the Collateral Accounts at the direction of Control unless and in accordance with the Proper Instructions until a Default (as defined in the Custodial Pledge Agreement) given in accordance with the Custodial Agreement, or for complying with entitlement orders concerning any Control Assets, which has occurred and is received by the Securities Intermediary prior to continuing. Upon receipt of a Notice of Exclusive Control. The , Securities Intermediary shall have no responsibility or liability shall, without inquiry and in reliance upon such Notice, thereafter comply with Written Instructions (including entitlement orders) solely from Secured Party with respect to the Borrower for complying Account and Secured Party shall with a respect to the Account have all of the duties and obligations imposed by the Global Custody Terms and Conditions attached hereto as Appendix III and/ or this Agreement with respect to the Account to the extent arising after receipt by the Securities Intermediary of such Notice of Exclusive Control or complying with entitlement orders concerning any Control Assets originated Control. As used herein, the term “Specified Secured Party Account” means a securities account of Secured Party maintained by a Program Agent Authorized Representative at any time. The Securities Intermediary shall have no duty and designated in writing by Secured Party to investigate or make any determination as to whether an Event of Default exists under the Credit Agreement, and the Securities Intermediary and Pledgor (or such other securities account as may be designated by joint Written Instructions from Secured Party and Pledgor). Secured Party hereby agrees to designate the initial Specified Secured Party Account to Securities Intermediary and Pledgor within 15 days of the date of this Agreement. In no event shall comply with the right of Pledgor acting by itself to initiate a Notice Specified Party Account Transfer to the Specified Secured Party Account which is in the name of Exclusive Control notwithstanding that it may believe or Secured Party affect in any way the Borrower may allege that no such Event perfection of Default existsSecured Party’s security interest in the Collateral.

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. (i) Until the Securities Intermediary shall have received a Notice of Exclusive Control or if all previous Notices of Exclusive Control have been revoked in writing by the Program Agent, the Securities Intermediary shall hold and administer the Control Assets as if no Notice of Exclusive Control has been received. The Program Agent agrees that if it has delivered a Notice of Exclusive Control to the Securities Intermediary and thereafter it has been established by the Borrower has established to the reasonable satisfaction of the Program Agent that no Default or Event of Default shall be continuing, it shall deliver to the Securities Intermediary a notice revoking such Notice of Exclusive Control; providedPROVIDED, that nothing herein (other than the penultimate sentence of Section 3(e)) shall be deemed to limit the ability of the Program Agent to deliver any subsequent Notice of Exclusive Control. (ii) The Securities Intermediary shall have no responsibility or liability to the Program Agent for settling trades of financial assets carried in the Collateral Accounts Account at the direction of and in accordance with the Proper Instructions (as defined in the Custodial Agreement) instructions of a Borrower's Authorized Representative given in accordance with the Custodial Agreement, or for complying with entitlement orders or directions concerning any Control AssetsAssets from a Borrower's Authorized Representative, which is received by the Securities Intermediary prior to receipt of a Notice of Exclusive Control. The Securities Intermediary shall have no responsibility or liability to the Borrower for complying with a Notice of Exclusive Control or complying with entitlement orders or directions concerning any Control Assets originated by a Program the Agent Authorized Representative at any time. The Securities Intermediary shall have no duty to investigate or make any determination as to whether a Default or an Event of Default exists under the Credit Agreement, and the Securities Intermediary shall comply with a Notice of Exclusive Control notwithstanding that it may believe or the Borrower may allege that no such Default or Event of Default exists.

Notice of Exclusive Control. The Securities Intermediary agrees that following its receipt from the Program Agent of a notice substantially Ladies and Gentlemen: As referenced in the form Collateral Account Control Agreement, dated as of Annex A hereto in accordance with Section 3(e) hereof March 17, among Delos Aircraft Inc., as Pledgor, Bank of America N.A., as Collateral Agent for the Secured Parties, as Pledgee, and Banc of America Securities LLC, as Securities Intermediary, we hereby give you notice of our exclusive control over securities account number 00000000 (the “Notice Collateral Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instruction or entitlement order with respect to the Collateral Account or the financial assets credited thereto from any person other than the undersigned. You are hereby instructed to [deliver][invest] the financial assets in the Collateral Account and cash dividends, interest, income, earning, and other distributions received with respect thereto, as follows: [ ] Very truly yours, BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: cc: Delos Aircraft Inc. This Assignment and Assumption (this “Assignment and Assumption”) is dated as of Exclusive Controlthe Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), 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 copy 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 timewhich is hereby acknowledged by [the][each] Assignee. The Program Agent agrees on the date hereof Standard Terms and from time to time hereafter to provide the Securities Intermediary with a certificate Conditions set forth 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 1 attached hereto from the Program Agent, the Securities Intermediary shall be entitled are hereby agreed to conclusively rely on the last authorized representative certificate delivered to it and incorporated herein by the Program Agent hereunder for the purpose reference and made a part of determining the authorized representatives of the Program Agent. (i) Until the Securities Intermediary shall have received a Notice of Exclusive Control or if all previous Notices of Exclusive Control have been revoked in writing by the Program Agent, the Securities Intermediary shall hold this Assignment and administer the Control Assets Assumption as if no Notice of Exclusive Control has been receivedset forth herein in full. The Program Agent agrees that if it has delivered a Notice of Exclusive Control For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Securities Intermediary Assignee][the respective Assignees], and thereafter [the][each] Assignee hereby irrevocably purchases and assumes from [the Borrower has established Assignor][the respective Assignors], subject to the reasonable satisfaction of the Program Agent that no Event of Default shall be continuing, it shall deliver to the Securities Intermediary a notice revoking such Notice of Exclusive Control; provided, that nothing herein (other than the penultimate sentence of Section 3(e)) shall be deemed to limit the ability of the Program Agent to deliver any subsequent Notice of Exclusive Control. (ii) The Securities Intermediary shall have no responsibility or liability to the Program Agent for settling trades of financial assets carried in the Collateral Accounts at the direction of and in accordance with the Proper Instructions (as defined in the Custodial Agreement) given in accordance with the Custodial Agreement, or for complying with entitlement orders concerning any Control Assets, which is received by the Securities Intermediary prior to receipt of a Notice of Exclusive Control. The Securities Intermediary shall have no responsibility or liability to the Borrower for complying with a Notice of Exclusive Control or complying with entitlement orders concerning any Control Assets originated by a Program Agent Authorized Representative at any time. The Securities Intermediary shall have no duty to investigate or make any determination as to whether an Event of Default exists under Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Securities Intermediary shall comply Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with a Notice of Exclusive Control notwithstanding that it may believe the Credit Agreement, any other documents or instruments delivered pursuant thereto or the Borrower may allege that no loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such Event of Default existssale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Notice of Exclusive Control. The Securities Intermediary agrees that following its receipt from Notwithstanding any other provision contained in this Agreement, on and after the Program Agent of date hereof, if at any time Lender delivers to the Bank a notice substantially of exclusive control in the form of Annex A Exhibit B attached hereto in accordance with Section 3(e) hereof (the a “Notice of Exclusive Control”) and until written revocation of such notice has been delivered to the Bank by Lender, on and after the Exclusive Control Effective Time (as defined below), the Securities Intermediary Bank agrees that it shall nottake all directions and instructions with respect to the Control Account solely from Lender without further notice or approval from Borrower. Both Borrower and Lender acknowledge that the Bank may, without liability, (i) comply with any Disposition Instructions or otherwise complete a permitted transaction involving the Control Account, in each case, that Bank had started to process prior to the Exclusive Control Effective Time and (ii) commence to solely honor Lender’s Notice of Exclusive Control at any time after Bank becomes aware that Lender has sent to Bank the Notice of Exclusive Control even if prior to the Exclusive Control Effective Time. The Bank shall have no responsibility whatsoever for determining whether an Event of Default has occurred and in no event will the Bank have any liability to Borrower, or any of its Affiliates, for any acts or failure to act by the Bank after receipt by the Bank of a Notice of Exclusive Control, unless such acts or failure to act are a result of the gross negligence or willful misconduct of the Bank. For purposes hereof, and notwithstanding anything to the contrary herein, the “Exclusive Control Effective Time” shall commence upon the opening of business on the Business Day following the Business Day on which a Notice of Exclusive Control has been revoked in writing received 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 Bank in accordance with Section 3(e) 4.03 hereof. A “Business Day” is any day other than a Saturday, Sunday or other day on which the Securities Intermediary agrees Bank is authorized or is required by law to comply with this Section 3(f) within a reasonable amount of timebe closed. The Program Agent agrees on the date hereof and from After such 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 as Borrower 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. (i) Until the Securities Intermediary shall have received a Notice of Exclusive Control or if all previous Notices of Exclusive Control have been revoked in writing by the Program Agent, the Securities Intermediary shall hold and administer the Control Assets as if no Notice of Exclusive Control has been received. The Program Agent agrees knowledge that if it Lender has delivered a Notice of Exclusive Control Control, Borrower agrees that it will not attempt to withdraw or transfer funds from, or give instructions to the Securities Intermediary and thereafter Bank with respect to, the Borrower has established Control Account subject to the reasonable satisfaction of the Program Agent that no Event of Default shall be continuing, it shall deliver to the Securities Intermediary a notice revoking such Notice of Exclusive Control; provided, that nothing herein (other than the penultimate sentence of Section 3(e)) shall be deemed to limit the ability of the Program Agent to deliver any subsequent Notice of Exclusive Control. (ii) The Securities Intermediary shall have no responsibility or liability to the Program Agent for settling trades of financial assets carried in the Collateral Accounts at the direction of and in accordance with the Proper Instructions (as defined in the Custodial Agreement) given in accordance with the Custodial Agreement, or for complying with entitlement orders concerning any Control Assets, which is received by the Securities Intermediary prior to receipt of a Notice of Exclusive Control. The Securities Intermediary shall have no responsibility or liability to the Borrower for complying with a Notice of Exclusive Control or complying with entitlement orders concerning any Control Assets originated by a Program Agent Authorized Representative at any time. The Securities Intermediary shall have no duty to investigate or make any determination as to whether an Event of Default exists under the Credit Agreement, and the Securities Intermediary shall comply with a Notice of Exclusive Control notwithstanding that it may believe or the Borrower may allege that no such Event of Default exists.​

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. (i) Until the Securities Intermediary shall have received a Notice of Exclusive Control or if all previous Notices of Exclusive Control have been revoked in writing by the Program Administrative Agent, the Securities Intermediary shall hold and administer the Control Assets as if no Notice of Exclusive Control has been received. The Program Administrative Agent agrees that if it has delivered a Notice of Exclusive Control to the Securities Intermediary and thereafter the Borrower has established to the reasonable satisfaction of the Program Administrative Agent that no Default or Event of Default (as defined under the Credit Agreement) shall be continuing, it shall deliver to the Securities Intermediary a notice revoking such Notice of Exclusive Control; provided, provided that nothing herein (other than the penultimate sentence of Section 3(e)) shall be deemed to limit the ability of the Program Administrative Agent to deliver any subsequent Notice of Exclusive Control. (ii) The Securities Intermediary shall have no responsibility or liability to the Program Administrative Agent for settling trades of financial assets carried in the Collateral Accounts Account at the direction of and in accordance with the Proper Instructions “proper instructions” (as defined in the Custodial Agreement) given in accordance with the Custodial Agreement, or for complying with entitlement orders concerning any Control Assets, which is received by the Securities Intermediary prior to receipt of a Notice of Exclusive Control. The Securities Intermediary shall have no responsibility or liability to the Borrower for complying with a Notice of Exclusive Control or complying with entitlement orders concerning any Control Assets originated by a Program an Agent Authorized Representative at any time. The Securities Intermediary shall have no duty to investigate or make any determination as to whether a Default or an Event of Default exists under the Credit Agreement, Agreement and the Securities Intermediary shall comply with a Notice of Exclusive Control notwithstanding that it may believe or the Borrower may allege that no such Default or Event of Default exists.