Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Agent, the Securities Intermediary shall follow the orders issued by the Collateral Agent.
Control of the Securities Account. Notwithstanding anything to the contrary contained herein, after such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), if at any time the Securities Intermediary shall receive any order from the First Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. After such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), if at any time the Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent, the Securities Intermediary shall not comply with any entitlement order issued by the Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent), if applicable, the Securities Intermediary shall follow the orders issued by the applicable Collateral Agent.
Control of the Securities Account. If at any time the Securities Intermediary shall receive any order or direction from the First Lien Collateral Agent or the Second Lien Collateral Agent (with, until the First Lien Collateral Agent shall have delivered to the Securities Intermediary a Notice of Termination, the consent of the First Lien Collateral Agent) directing transfer or redemption of any financial asset relating to the Securities Account and all securities entitlements therein, the Securities Intermediary shall comply with such entitlement order or direction without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order or direction issued by either Collateral Agent, the Securities Intermediary shall follow the orders issued by the applicable Collateral Agent. In the event the Securities Intermediary receives conflicting orders or directions from the First Lien Collateral Agent and the Second Lien Collateral Agent, the Second Lien Collateral Agent hereby expressly instructs the Securities Intermediary to follow the orders and directions originated by the First Lien Collateral Agent.
Control of the Securities Account. If at any time the Securities Intermediary shall receive any entitlement order, instruction or direction from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order, instruction or direction without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders, instructions or directions (including pursuant to Section 8(a) of this Agreement) and such entitlement orders, instructions or directions conflict with any entitlement order, instruction or direction issued by the Collateral Agent, the Securities Intermediary shall follow the entitlement orders, instructions or directions issued by the Collateral Agent.
Control of the Securities Account. (a) The Custodian shall comply with the entitlement orders originated by the Agent with respect to the Securities Account and the Collateral therein without further consent of the Customer or any other person or entity. In addition, unless and until Custodian receives a Notice of Exclusive Control or if all previous Notices of Exclusive Control have been revoked or rescinded in writing by the Agent, Custodian shall comply with entitlement orders from the Customer and take actions with respect to the Securities Account and the Collateral therein upon the instructions of the Customer; provided, however, that Custodian shall not comply with entitlement orders or instructions from the Customer directing Custodian to make free deliveries to the Customer or withdrawals from the Securities Account or deliver any financial assets to the Customer without the prior written consent of the Agent. Custodian shall have no responsibility or liability to the Agent or the Customer for actions taken in accordance with the instructions set forth in this paragraph, except for Custodian’s bad faith, negligence or willful misconduct in carrying out (or failing to carry out) such instructions. Notwithstanding the foregoing, the Agent shall not withhold any instructions requested by the Customer pursuant to and in accordance with Section 4.7 of the Letter of Credit Agreement.
Control of the Securities Account. If at any time the Collateral Agent delivers to the Securities Intermediary a Notice of Default and Sole Control in substantially the form set forth in Exhibit A hereto, the Securities Intermediary agrees that after receipt of such notice, it shall (a) comply with any entitlement order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account without further consent by the Grantor or any other person and (b) take all instruction with respect to the Securities Account solely from the Collateral Agent (including in circumstances where such instruction conflicts with instructions received from Grantor). Until such time as the Securities Intermediary shall have received a Notice of Default and Sole Control, the Grantor shall be entitled to issue entitlement orders with respect to the Securities Account.
Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Controlling Party directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Controlling Party, the Securities Intermediary shall follow the orders issued by the Controlling Party. Without limiting or impairing the perfection by control of the security interest of the Second Lien Secured Party at any time prior to the receipt by the Securities Intermediary of a Controlling Party Notice from the First Lien Secured Party, the parties hereto agree that the Securities Intermediary shall comply with entitlement orders originated or given to the Securities Intermediary by the Second Lien Secured Party directing transfer or redemption of any financial asset relating to the Securities Account without further consent by the Debtor if and only if (i) such instructions are consented to by the First Lien Secured Party or (ii) the Securities Intermediary has received a Controlling Party Notice from the First Lien Secured Party.
Control of the Securities Account. (a) If at any time the Securities Intermediary shall receive any order from the Controlling Party directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Controlling Party, the Securities Intermediary shall follow the orders issued by the Controlling Party.
Control of the Securities Account. Notwithstanding anything to the contrary contained herein, if at any time upon the occurrence and during the continuance of an Event of Default, the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other Person. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Agent, the Securities Intermediary shall follow the orders issued by the Collateral Agent.
Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Agent, the Securities Intermediary shall follow the orders issued by the Collateral Agent.
