Common use of Transfer Orders, Standing Instructions Clause in Contracts

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receipt by the Securities Intermediary of a Notice of Exclusive Control, and until such Notice of Exclusive Control is withdrawn or rescinded by the Secured Party in writing, the Securities Intermediary shall not comply with any Transfer Order it receives from the Pledgor and shall act solely upon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 agrees that if at any time a Responsible Officer an Authorized Person 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 AgreementPledgor. (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 agrees 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 AgreementPledgor. (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 PledgorDebtor, the Secured Party and the Securities Intermediary each agree that if at any time a Responsible an Authorized 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 (collectively, a “Transfer 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”)thereto, the Securities Intermediary shall comply with such Transfer Order without further consent by the Pledgor Debtor or any other Person. (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 Debtor without the further consent of the Secured Party or any other Person; provided that in the Borrower event the Securities Intermediary receives conflicting Transfer Orders from the Secured Party and the Debtor, the Securities Intermediary shall not (and shall not permit follow the Collateral Manager to) give any Transfer Order which is contradictory to of the terms of this Agreement or Secured Party and not the Loan AgreementDebtor. (iii) Upon receipt by the Securities Intermediary Intermediary, in accordance with the notice requirements hereunder, 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 Debtor 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 subject to Section 3(h)(iv), 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”)) and originated by the Secured Party, 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 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 Pledgor, or the Collateral Manager Servicer on its behalf behalf, without the further consent of the Secured Party or any other Person; provided that that, in the Borrower shall event the Securities Intermediary receives conflicting instructions from the Secured Party and the Pledgor, or the Servicer on its behalf, and such conflict is not otherwise resolved by the Secured Party and the Pledgor (and shall not permit or the Collateral Manager toServicer on its behalf) give any Transfer Order which is contradictory with notice to the terms of this Agreement Securities Intermediary, the Securities Intermediary shall follow the instructions received from the Secured Party and not the instructions received from the Pledgor, or the Loan AgreementServicer on its behalf. (iii) Upon receipt 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 of a Notice of Exclusive Controlin 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 Transfer Order it receives from the Pledgor and shall act solely upon Transfer Orders received from the Secured Party. (iv) Notwithstanding anything herein or in any other Transaction Document to the contrary, the Servicer shall have no authority to hold (directly or indirectly), or otherwise take possession of, any funds or securities in any Secured Account. Without limiting the foregoing, the Servicer shall have no authority to (A) sign checks on the Pledgor’s behalf, (B) deduct fees from any Secured Account, (C) withdraw funds or securities from any Secured Account, or (D) give the Securities Intermediary any “entitlement orders” or any other instruction relating to the Secured Accounts for any purpose other than pursuant to transactions authorized by the Loan Agreement or the other Transaction Documents. Nothing in this Section 3(h)(iv) shall prohibit the Servicer from issuing instructions to the Secured Party or Securities Intermediary to effect or to settle any bills of sale, assignments, agreements, investments instructions and other instruments in connection with any acquisition, sale or other disposition of any Collateral Obligation of the Pledgor as permitted by the Loan Agreement or the other Transaction Documents. (v) The Secured Party hereby agrees with the Pledgor that (A) it shall not deliver a Notice of Exclusive Control except after the occurrence and during the continuation of an Event of Default and (B) it will promptly rescind any delivered Notice of Exclusive Control following the waiver or rescission of an Event of Default if so directed in writing by the Facility Agent in connection with the waver or rescission of such Event of Default.

Transfer Orders, Standing Instructions. (i) The PledgorDebtor, 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 (collectively, a “Transfer 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”)thereto, the Securities Intermediary shall comply with such Transfer Order without further consent by the Pledgor Debtor or any other Person. (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 Debtor without the further consent of the Secured Party or any other Person; provided that in the Borrower event the Securities Intermediary receives conflicting Transfer Orders from the Secured Party and the Debtor, the Securities Intermediary shall not (and shall not permit follow the Collateral Manager to) give any Transfer Order which is contradictory to of the terms of this Agreement or Secured Party and not the Loan AgreementDebtor. (iii) Upon receipt by the Securities Intermediary Intermediary, in accordance with the notice requirements hereunder, 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 Debtor 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 PledgorDebtor, 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 “instruction” (within the meaning of Section 9-104 of the UCC) or any other order (collectively, a “Transfer 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”)thereto, the Securities Intermediary shall comply with such Transfer Order without further consent by the Pledgor Debtor (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 Debtor (or the Collateral Manager on its behalf behalf) without the further consent of the Secured Party or any other Person; provided that in the Borrower event the Securities Intermediary receives conflicting Transfer Orders from the Secured Party and the Debtor, the Securities Intermediary shall not (and shall not permit follow the Collateral Manager to) give any Transfer Order which of the Secured Party and not the Debtor at all times until such Transfer Order is contradictory to withdrawn or rescinded by the terms of this Agreement Secured Party in writing, or the Loan Agreementexpires in accordance with its express terms. (iii) Upon receipt by the Securities Intermediary Intermediary, in accordance with the notice requirements hereunder, 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 Debtor and shall act solely upon Transfer Orders received from the Secured Party. (iv) The Notwithstanding anything herein or any other Loan Document to the contrary, the Collateral Manager shall have no authority to hold (directly or indirectly), or otherwise take possession of, any funds or securities in any Secured Account. Without limiting the foregoing, the Collateral Manager shall have no authority to (i) sign checks on the Debtor’s behalf, (ii) deduct fees from any Secured Account, (iii) withdraw funds or securities from any Secured Account, or (iv) give the Securities Intermediary any “entitlement orders” or any other instruction relating to the Secured Account for any purpose other than pursuant to transactions authorized by the Credit Agreement or the other Loan Documents. Nothing in this Section 3(h)(iv) shall prohibit the Collateral Manager from issuing instructions to the Secured Party hereby agrees or the Securities Intermediary to effect or to settle any bills of sale, assignments, agreements, investments instructions and other instruments in connection with any acquisition, sale or other disposition of any Collateral of the Pledgor that it shall not deliver a Notice of Exclusive Control except after Debtor as permitted by the occurrence and during Credit Agreement or the continuation of an Event of Defaultother Loan Documents.

Transfer Orders, Standing Instructions. (i) The Pledgor, the Collateral Manager, the Secured Party Party, the Administrative Agent and the Securities Intermediary each agree agrees 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 order, in each case relating to any Secured Account or any financial assets or security entitlements credited thereto (collectively, a “Transfer Order”)) originated by the Secured Party, 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. (ii) At any 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 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 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 of a Notice of Exclusive Controlin 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 Transfer Order it receives from the Pledgor and shall act solely upon Transfer Orders received from the Secured Party. (iv) The Each of the Secured Party and the Administrative Agent hereby 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 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. 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 ControlControl or after such Notice of Exclusive Control is withdrawn or rescinded by the Secured Party in writing, the Securities Intermediary shall comply with each Transfer Order it receives from the Pledgor (or the Collateral Manager on its behalf the Pledgor’s 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 (x) not deliver a Notice of Exclusive Control except after the occurrence and during the continuation of an Event of DefaultDefault and (y) at the direction of the Administrative Agent, promptly rescind any Notice of Exclusive Control if the Event of Default under the Loan Agreement has been waived or cured in accordance with the terms of the Loan Agreement. (v) Notwithstanding anything herein or any other Transaction Document to the contrary, the Collateral Manager shall have no authority to hold (directly or indirectly), or otherwise take possession of, any funds or securities in any Secured Account. Without limiting the foregoing, the Collateral Manager shall have no authority to (i) sign checks on the Pledgor’s behalf, (ii) deduct fees from any Secured Account, (iii) withdraw funds or securities from any Secured Account, or (iv) give the Securities Intermediary any “entitlement orders” or any other instruction relating to the Secured Account for any purpose other than pursuant to transactions authorized by the Loan Agreement or the other Transaction Documents. Nothing in this Section 3(h)(v) shall prohibit the Collateral Manager from issuing instructions to the Secured Party or the Securities Intermediary to effect or to settle any bills of sale, assignments, agreements, investments instructions and other instruments in connection with any acquisition, sale or other disposition of any Collateral of the Pledgor as permitted by the Loan Agreement or the other Transaction Documents. The Collateral Manager agrees that any requests regarding the disbursement of any funds in the Secured Accounts must be made in accordance with the Loan Agreement. All disbursements requested by the Collateral Manager may be paid only in accordance with the procedures set forth in the Loan Agreement and expressly set forth herein.

Transfer Orders, Standing Instructions. (i) The Pledgor, the Secured Party Party, the Administrative Agent and the Securities Intermediary each agree agrees 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 order, in each case relating to any Secured Account or any financial assets or security entitlements credited thereto (collectively, a “Transfer Order”)) originated by the Secured Party, 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. (ii) At any 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 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 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 of a Notice of Exclusive Controlin 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 Transfer Order it receives from the Pledgor and shall act solely upon Transfer Orders received from the Secured Party. (iv) The Each of the Secured Party and the Administrative Agent hereby 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 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”)) originated by the Secured Party, 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 and receipt by the Securities Intermediary of a Notice of Exclusive ControlControl or a Reference Account Control Notice, as applicable, 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 provided, in the Borrower event the Securities Intermediary receives conflicting instructions from the Secured Party and the Pledgor, the Securities Intermediary shall follow the instructions received from the Secured Party and not (and shall not permit the Collateral Manager to) give any Transfer Order which is contradictory to instructions received from the terms of this Agreement or the Loan AgreementPledgor. (iii) Upon receipt by the Securities Intermediary of a Notice of Exclusive ControlControl 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 Transfer Order it receives from the Pledgor with respect to the Secured Accounts (other than the Reference Asset Account) and shall act solely upon Transfer Orders received from the Secured Party. (iv) Upon receipt of a Reference Account Control Notice by the Securities Intermediary in accordance with the notice requirements hereunder, and until such Reference Account Control Notice 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 with respect to the Reference Asset Account and shall act solely upon Transfer Orders received from the Secured Party. (v) The Secured Party hereby agrees with the Pledgor that it shall not deliver (A) a Notice of Exclusive Control Control, except after the occurrence and during of a Facility Termination Event or (B) a Reference Account Control Notice except after the continuation occurrence of an Event of Defaulta Reference Asset Control Event.

Transfer Orders, Standing Instructions. (i) The Pledgor, the Collateral Manager, the Secured Party 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 behalf) without the further consent of the Secured Party or any other Person; provided that that, in the Borrower shall not event the Securities Intermediary receives conflicting Transfer Orders from the Secured Party and the Pledgor (and shall not permit or the Collateral Manager toon 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) give any with written notice to the Securities Intermediary, the Securities Intermediary shall follow the Transfer Order which is contradictory to of the terms of this Agreement Secured Party and not the Pledgor (or the Loan AgreementCollateral Manager on behalf of the Pledgor). (iii) Upon receipt 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 of a Notice of Exclusive Controlin 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 Transfer Order 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 hereby and the Administrative Agent hxxxxx 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 Default.

Transfer Orders, Standing Instructions. (i) The Pledgor, the Secured Party 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. (ii) At Notwithstanding clause (i) above, 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 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 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 of a Notice of Exclusive Controlin 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 Transfer Order it receives from the Pledgor and shall act solely upon Transfer Orders received from the Secured Party. (iv) The Each of the Secured Party and the Administrative Agent hereby 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 Default.

Transfer Orders, Standing Instructions. (i) The Pledgor, the Collateral Manager, the Secured Party 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. (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 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 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 of a Notice of Exclusive Controlin 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 Transfer Order instructions it receives from the Pledgor and shall act solely upon Transfer Orders received from the Secured Party. (iv) The Secured Party and the Administrative Agent hereby 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 Default.

Transfer Orders, Standing Instructions. (i) The Pledgor, the Servicer, 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) Entitlement Order or Instruction 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 Servicer 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 Servicer on its behalf behalf) without the further consent of the Secured Party or any other Person; provided that that, in the Borrower event the Securities Intermediary receives conflicting Transfer Orders from the Secured Party and the Pledgor (or the Servicer on its behalf), and such conflict is not otherwise resolved by the Secured Party and the Pledgor (or the Servicer on its behalf) with written notice to the Securities Intermediary, the Securities Intermediary shall not (and shall not permit follow the Collateral Manager to) give any Transfer Order which is contradictory to of the terms of this Agreement Secured Party and not the Pledgor (or the Loan AgreementServicer on its behalf). (iii) Upon receipt 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 of a Notice of Exclusive Controlin 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 Transfer Order it receives from the Pledgor (or Servicer on its behalf) and shall act solely upon Transfer Orders received from the Secured Party. (iv) The As between the Pledgor and the Secured Party, the Secured Party hereby agrees with the Pledgor that it shall not to deliver a Notice of Exclusive Control except after other than pursuant to and in accordance with the occurrence Credit Agreement. (v) The Securities Intermediary hereby confirms and during agrees that at the continuation time of its entry into the governing law provisions of any agreement between the Pledgor and the Securities Intermediary governing the securities accounts (each such agreement, an Event “Account Agreement”) that are currently in force, the Securities Intermediary had an office located in the United States of DefaultAmerica that was not intended to be merely a temporary office and meets the description set forth in the second sentence of Article 4(1) of the Hague Securities Convention. The Pledgor and the Securities Intermediary covenant that no amendment with respect to any Account Agreement shall be entered into that would have the effect of changing the parties’ choice of law set forth in Section 3(e) and Section 11(a) without the prior written consent of the Secured Party.