Common use of Entitlement Orders and Instructions Clause in Contracts

Entitlement Orders and Instructions. Notwithstanding any provision to the contrary contained herein or in the Pledge and Security Agreement, if at any time the Depositary Agent shall receive any entitlement order or any other order from the Collateral Agent directing the transfer or redemption of any financial asset relating to the Pledged Accounts or any "instruction" (within the meaning of Section 9-104 of the UCC) originated by the Collateral Agent (i.e., an instruction directing the disbursement of funds in a Pledged Account, the Depositary Agent shall comply with such entitlement order, instruction or other order without further consent by the Issuers or any other Person. If the Issuers are otherwise entitled to issue any orders directing the transfer, redemption or other disposition of any financial asset credited to a Pledged Account or instructions with respect to the disposition of funds of credit balances in an Account and such orders or instructions conflict with any orders or instruction issued by the Collateral Agent, the Depositary Agent shall follow the orders and/or instructions issued by the Collateral Agent. It is understood and agreed that except in connection with Permitted Investments as provided in Section 5.1 hereof, neither Issuer shall have any ability to issue entitlement orders or instructions with respect to any Pledged Accounts. Additionally, as expressly provided in Article IV hereof, the Issuers shall have the right to request that the Collateral Agent issue entitlement orders or instructions to the Depositary Agent to the extent specified therein. The parties hereto agree that until the Depositary Agent's obligations under this Agreement shall terminate in accordance with the terms hereof, the Collateral Agent shall have control of each Issuer's security entitlements with respect to the financial assets credited to the Pledged Accounts. The Depositary Agent hereby represents that it has not entered into, and agrees that, until the termination of this Agreement, it will not enter into, any agreement with any other Person (other than the Collateral Agent and the Issuers) in respect of the Pledged Accounts pursuant to which it agrees to comply with entitlement orders made by such Person.