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Entitlement Orders Sample Clauses

● Entitlement Orders. If at any time the Securities Intermediary shall receive any
Entitlement Order from the Secured Party with respect to the Reserve Account, the
Securities Intermediary shall comply with such Entitlement Order without further consent
by the Issuing Entity, the Secured Party or any other Person. If at any time the Secured
Party notifies the Securities Intermediary in writing that the Lien of the Indenture has been
released, the Securities Intermediary shall thereafter comply with Entitlement Orders with
respect to the Reserve Account from the Issuing Entity without further consent by the
Secured Party or any other Person.
Appears in 71 contracts Control Agreement (Nissan Auto Lease Trust 2011-B) , Control
Agreement (Nissan Auto Lease Trust 2012-B) , Control Agreement (Nissan Auto Lease
Trust 2012-A) See all 71 variations →
● Entitlement Orders. If at any time the Securities Intermediary shall receive any written
order from the Assignee-Secured Party directing transfer or redemption of any financial
asset relating to any Securities Account, the Securities Intermediary shall comply with
such order without further consent by the Seller, the Servicer, the Initial Secured Party or
any other Person. If at any time the Assignee-Secured Party notifies the Securities
Intermediary in writing that the lien of the Indenture has been released, the Securities
Intermediary shall thereafter comply with orders with respect to directing transfer or
redemption of any financial asset relating to any Securities Account from the Initial
Secured Party without further consent by the Seller, the Servicer or any other Person. The
Securities Intermediary shall have no obligation to transfer or redeem the financial assets
credited to the Securities Accounts, and shall be fully protected in refraining from making
any such transfer or redemption in the absence of such Entitlement Orders, or prior to the
receipt of any Entitlement Order.
Appears in 53 contracts Control Agreement (Honda Auto Receivables 2014-2 Owner
Trust) , Indenture (Honda Auto Receivables 2013-3 Owner Trust) , Control Agreement
(Honda Auto Receivables 2005-5 Owner Trust) See all 53 variations →
● Entitlement Orders. The Securities Intermediary hereby agrees that if Secured Party
delivers to the Securities Intermediary and its transfer agent identified in Section 14 (the
“Transfer Agent”) an “entitlement order” (within the meaning of Section 8-102(a)(8) of the
UCC) relating to the Securities Account, the Securities Intermediary shall comply with
such entitlement order (and shall cause the Transfer Agent to so comply) without further
consent by the Debtor or any other person, and Debtor hereby irrevocably authorizes
such compliance. Secured Party will only issue an entitlement order following an “Event of
Default” under the Credit Agreement and for the purpose of directing the Securities
Intermediary to distribute Collateral to the Secured Party for application to the obligations
of the Debtor under the Credit Agreement and the Security Agreement.
Appears in 3 contracts Credit and Guarantee Agreement (H&r Block Inc) , Credit and
Guarantee Agreement (H&r Block Inc) , Credit and Guarantee Agreement (H&r Block Inc)
● Entitlement Orders. If at any time the Securities Intermediary shall receive an
“entitlement order” (within the meaning of §8-102(a)(8) of the UCC) issued by the Secured
Party and relating to the Securities Account, the Securities Intermediary shall comply with
 such entitlement order without further consent by the Debtor or any other person.
Appears in 2 contracts Securities Account Control Agreement (Hanover Capital Mortgage
Holdings Inc) , Hanover Capital Mortgage Holdings Inc
● Entitlement Orders (a) With respect to the Securities Accounts and all financial assets
credited thereto, the Securities Intermediary hereby agrees that it will comply with
“instructions” (within the meaning of Section 8-102(a)(12) of the UCC) (each, an
“Instruction”) and “entitlement orders” (within the meaning of Section 8-102(a)(8) of the
UCC) (each, an “Entitlement Order”) originated by the Secured Party without further
consent by any other Person, including, without limitation, the Debtor. (b) Until the time
referred to in the following clause (c), the Securities Intermediary may accept, rely on and
comply with Instructions and Entitlement Orders originated by the Debtor relating to the
Securities Accounts or any financial asset carried therein without the further consent of
the Secured Party or any other Person; provided that, in the event the Securities
Intermediary receives conflicting Instructions or Entitlement Orders from the Secured
Party and the Debtor, the Securities Intermediary shall follow the Instructions or
Entitlement Orders of the Secured Party and not the Instructions or Entitlement Orders of
the Debtor.(c) Upon the receipt by the Securities Intermediary of a notice in substantially
the form of Exhibit A hereto (a “Notice of Exclusive Control”), and until such time as the
Secured Party expressly by notice to the Securities Intermediary in writing withdraws such
Notice of Exclusive Control, the Securities Intermediary shall comply only with such
Instructions and Entitlement Orders relating to the Securities Accounts as are originated
by the Secured Party alone.
Appears in 1 contract Securities Account Control Agreement (FS Energy & Power Fund)
● Entitlement Orders. If and to the extent that (i) amounts on deposit or credited to the
Securities Accounts exceed $2,316,855.07 or (ii) the Borrower repays or otherwise
reduces the Letter of Credit Obligations (and permanently cancels the Revolving Loan
Commitments of the Pledgee by a corresponding amount), the Pledgee agrees to issue
an entitlement order directing the Securities Intermediary to release to the Pledgor cash in
an amount equal to such excess or the corresponding dollar amount by which the LOC
Pro Rata Share of the Pledgee is reduced by such repayment or reduction and
cancellation, as applicable. If at any time the Securities Intermediary shall receive an
“entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) issued by the
Pledgee directing transfer or redemption of any financial asset relating to any of the
Securities Accounts, the Securities Intermediary shall comply with such entitlement order
without further consent of the Pledgor or any other Person. The Pledgor shall have no
right to issue entitlement orders directly to the Securities Intermediary to transfer,
withdraw or redeem any financial asset relating to any of the Securities Accounts.
Appears in 1 contract Securities Account Control Agreement (Fibernet Telecom Group
Inc\)
● Entitlement Orders. If at any time the Depositary Bank shall receive any “entitlement
order” (within the meaning of Section 8-102(a)(8) of the UCC) or any other order from the
Collateral Agent acting in accordance with this Agreement directing the transfer or
redemption of any financial asset relating to the Project Accounts, the Depositary Bank
shall comply with such entitlement order or other order without further consent by the
Company or any other Person. The parties hereto hereby agree that the Collateral Agent
shall have “control” (within the meaning of Section 8-106(d) of the UCC) of the Company’s
“security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC) with
respect to the financial assets credited to the Project Accounts and the Company hereby
 disclaims any entitlement to claim “control” of such “security entitlement”.
Appears in 1 contract Collateral Agency Agreement (Ppl Electric Utilities Corp)
● Entitlement Orders. If at any time the Intermediary shall receive an “entitlement order”
(within the meaning of Section 8-102(a)(8) of the UCC) or instructions with respect to the
disposition of funds originated by the Collateral Agent and relating to any Account, the
Intermediary shall comply with such entitlement order and/or instructions without further
consent by the Debtor or any other person.
Appears in 1 contract Administration Agreement (Assured Guaranty Ltd)
● Entitlement Orders. Notwithstanding Section 2.7(a)(iv), the Agent shall have the sole
power and authority to issue "entitlement orders" (as defined in Section 8-102(a)(8) of the
UCC) to the Securities Intermediary. The Securities Intermediary agrees to comply with
"entitlement orders" (as defined in Section 8-102(a)(8) of the UCC) of the Agent relating to
the Collateral Account or any financial asset credited thereto without further consent of
the Pledgor or any Person, provided that the Agent shall not give any entitlement orders
except (i) if an Event of Default shall be continuing, or (ii) in connection with a release
contemplated by Section 2.3.
Appears in 1 contract Cash Collateral Agreement (Unitedglobalcom Inc)
● Entitlement Orders. Notwithstanding anything in this Indenture to the contrary, if at any
time the Account Bank shall receive any “entitlement order” (within the meaning of
Section 8-102(a)(8) of the UCC) or any other order from the Indenture Trustee directing
the transfer or redemption of any financial asset relating to the Indenture Trustee’s
Account or with respect to any “security entitlements” (within the meaning of Section
8-102(a)(17) of the UCC) carried or to be carried in the Indenture Trustee’s Account, the
Account Bank shall comply with such entitlement order or other order without further
consent by the Lessor or any other Person. The parties hereto hereby agree that the
Indenture Trustee shall have “control” (within the meaning of Section 8-106(d) of the
UCC) of (A) the Indenture Trustee’s Account, (B) all security entitlements carried or to be
carried in the Indenture Trustee’s Account and (C) the Lessor’s security entitlements with
respect to the financial assets credited to the Indenture Trustee’s Account and the Lessor
hereby disclaims any entitlement to claim “control” of such “security entitlements”. Unless
an Indenture Event of Default shall have occurred and is continuing, the Indenture Trustee
shall not deliver any entitlement order directing the transfer or redemption of any financial
asset relating to the Indenture Trustee’s Account.
Appears in 1 contract Security Agreement (Firstenergy Corp)