Transfer Orders, Standing Instructions Clause Samples
The "Transfer Orders, Standing Instructions" clause defines the procedures and terms under which a party can issue instructions for the transfer of funds or assets, including recurring or pre-authorized transactions. It typically outlines how such orders are to be communicated, the responsibilities of the parties in executing these instructions, and any limitations or conditions that apply. This clause ensures that both parties understand the process for handling regular or one-time transfers, thereby reducing the risk of errors or disputes related to payment or asset movement.
Transfer Orders, Standing Instructions. (i) The Pledgor, the Secured Party and the Securities Intermediary each agree that if at any time a Responsible Officer of the Securities Intermediary shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the New York UCC) or any other order originated by the Secured Party and relating to any Secured Account or any financial assets or security entitlements credited thereto (collectively, a “Transfer Order”), the Securities Intermediary shall comply with such Transfer Order without further consent by the Pledgor or any other Person.
(ii) At any time prior to the delivery to the Securities Intermediary of a Notice of Exclusive Control, the Securities Intermediary shall comply with each Transfer Order it receives from the Pledgor or the Collateral Manager on its behalf without the further consent of the Secured Party or any other Person; provided that the Borrower shall not (and shall not permit the Collateral Manager to) give any Transfer Order which is contradictory to the terms of this Agreement or the Loan Agreement.
(iii) Upon receipt by the Securities Intermediary of a Notice of Exclusive Control, and until such Notice of Exclusive Control is withdrawn or rescinded by the Secured Party in writing, the Securities Intermediary shall not comply with any Transfer Order it receives from the Pledgor and shall act solely upon Transfer Orders received from the Secured Party.
(iv) The Secured Party hereby agrees with the Pledgor that it shall not deliver a Notice of Exclusive Control except after the occurrence and during the continuation of an Event of Default.
Transfer Orders, Standing Instructions. (i) The Pledgor, the Secured Party and the Securities Intermediary each agree that if at any time a Responsible Officer of the Securities Intermediary shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the New York UCC) or any other order originated by the Secured Party and relating to any Secured Account or any financial assets or security entitlements credited thereto (collectively, a “Transfer Order”), the Securities Intermediary shall comply with such Transfer Order without further consent by the Pledgor or any other Person.
Transfer Orders, Standing Instructions. (i) The Pledgor, the Collateral Manager, the Secured Party, the Administrative Agent and the Securities Intermediary each agree that if at any time a Responsible Officer of the Securities Intermediary shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the New York UCC) or any other order originated by the Secured Party and relating to any Secured Account or any financial assets or security entitlements credited thereto (collectively, a “Transfer Order”), the Securities Intermediary shall comply with such Transfer Order without further consent by the Pledgor (or the Collateral Manager on its behalf) or any other Person. The Securities Intermediary shall have no obligation to act and shall be fully protected in refraining from acting, in respect of any such Collateral in the absence of such Transfer Order.
(ii) At any time prior to the delivery to and receipt by the Securities Intermediary of a Notice of Exclusive Control, the Securities Intermediary shall comply with each Transfer Order it receives from the Pledgor (or the Collateral Manager on its behalf) without the further consent of the Secured Party or any other Person; provided that, in the event the Securities Intermediary receives conflicting Transfer Orders from the Secured Party and the Pledgor (or the Collateral Manager on behalf of the Pledgor), and such conflict is not otherwise resolved by the Secured Party and the Pledgor (or the Collateral Manager on behalf of the Pledgor) with written notice to the Securities Intermediary, the Securities Intermediary shall follow the Transfer Order of the Secured Party and not the Pledgor (or the Collateral Manager on behalf of the Pledgor).
(iii) Upon the opening of business on the Business Day immediately following the Business Day on which a Notice of Exclusive Control is actually received by the Securities Intermediary in accordance with the notice requirements hereunder, and until such Notice of Exclusive Control is withdrawn or rescinded by the Secured Party in writing, the Securities Intermediary shall not comply with any instructions it receives from the Pledgor (or the Collateral Manager on behalf of the Pledgor) and shall act solely upon Transfer Orders received from the Secured Party.
(iv) The Secured Party and the Administrative Agent h▇▇▇▇▇ agrees with the Pledgor that it shall not deliver a Notice of Exclusive Control or Transfer Order except after the occurrence and during the continuation of an Event of Defaul...