Irrevocable payment instructions. (a) Prior to the Fourth Amendment Effective Date, the Company shall enter into a funds transfer agreement with the Collateral Agent on the Collateral Agent's customary form, which funds transfer agreement shall be in form and substance satisfactory to the Holders and shall, in addition to its usual and customary terms, provide as follows: (i) The Company submits to the Collateral Agent a standing payment order to pay from the Company's operating account the amount set forth at any time or from time to time in any written notification received by the Collateral Agent from the Holders (A) stating that the transfer is being requested to pay the outstanding fees and expenses of counsel to the Holders, Nightingale & Associates LLC or any other financial consultants hired by the Holders or their counsel and (B) containing funds transfer instructions. (ii) The Collateral Agent shall be fully protected in relying on any such notification and complying with the funds transfer instructions contained therein and shall not be responsible for the truth, accuracy, authenticity or genuineness of the notification or of any information contained therein. The Company agrees to indemnify and to hold the Collateral Agent harmless from and against any losses, costs or expenses sustained or incurred by the Collateral Agent in accepting a payment order and complying with the funds transfer instructions. Such indemnity obligations shall constitute obligations under the Bank Loan Agreement secured by the Collateral. (iii) The standing payment order set forth in this Section 32(a) shall not be cancelled, and the Company and the Collateral Agent agree that the funds transfer agreement shall not be amended so as to derogate from the provisions in favor of the Holders contained in this Section 32(a), without the prior written consent of the Holders. (b) Subject to the provisions of Section 7.3(c) of the Note Purchase Amendments, if the Holders should at any time or from time to time determine that the unpaid reimbursements due and owing from the Company on account of invoices for the fees and expenses of counsel to the Holders, Nightingale & Associates LLC and any other financial consultants hired by the Holders or their counsel, equal or exceed $150,000 in the aggregate, the Holders shall be entitled to provide written notification thereof to the Collateral Agent, which notification shall (i) state that a funds transfer is being requested to pay in full the outstanding fees and expenses of counsel to the Holders, Nightingale & Associates LLC and any other financial consultants hired by the Holders or their counsel and (ii) contain funds transfer instructions. Upon receipt of such notification, (x) the Collateral Agent shall debit the Company's operating account in an amount equal to such unpaid fees and expenses and transfer such amount to the Holders or as otherwise directed in such notification and (y) the Company and its Subsidiaries shall be deemed to have unconditionally released, waived and forever discharged all claims, offsets, causes of action, suits or defenses of any kind whatsoever (other than claims by the Company against any agent of the Holders to recover fees or expenses paid to such agent pursuant to this Section 32(b) if and to the extent such payment was caused by or resulted from such agent's gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment or order), whether arising at law or in equity, whether known or unknown, which the Company or any Subsidiary might otherwise have against the Collateral Agent, any Holder or any directors, officers, employees or agents of any Holder, including without limitation counsel to the Holders, Nightingale & Associates LLC and any other financial consultants hired by the Holders or their counsel, arising in connection with, concerning or relating in any way to any payment or request for payment made pursuant to this Section 32(b) or any fees or expenses for which reimbursement may be sought pursuant to this Section 32(b).
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Irrevocable payment instructions. (a) Prior to the Fourth Amendment Effective Date, the Company shall enter into a funds transfer agreement with the Collateral Agent on the Collateral Agent's customary form, which funds transfer agreement shall be in form and substance satisfactory to the Holders and shall, in addition to its usual and customary terms, provide as follows:
(i) The Company submits in the case of all CDSC Fees Collected, as identified on Line 5 of the Daily Reinsurance Servicer Report, remit all Payments in respect thereof directly to the Collateral Agent a standing payment order to pay from the Company's operating account the amount set forth at any time or from time to time in any written notification received by the Collateral Agent from the Holders (A) stating that the transfer is being requested to pay the outstanding fees and expenses of counsel to the Holders, Nightingale & Associates LLC or any other financial consultants hired by the Holders or their counsel and (B) containing funds transfer instructions.Anchor;
(ii) The Collateral Agent shall be fully protected in relying the case of all M&E Fees, as identified as M&E Fees Collected on any Line 3 of the Daily Reinsurance Servicer Report, accrue, segregate and hold such notification and complying with the funds transfer instructions contained therein and shall not be responsible M&E Fees for the truthbenefit of Anchor and ANLIC (Hawaii) and, accuracythen, authenticity or genuineness no later than two Business Days following receipt of the notification or of any information contained therein. The Company agrees to indemnify and to hold the Collateral Agent harmless from and against any lossesa Reinsurance Servicer Report, costs or expenses sustained or incurred by the Collateral Agent in accepting a payment order and complying with the funds transfer instructions. Such indemnity obligations shall constitute obligations under the Bank Loan Agreement secured by the Collateral.
(iii) The standing payment order set forth in this Section 32(a) shall not be cancelled, and the Company and the Collateral Agent agree that the funds transfer agreement shall not be amended so as to derogate from the provisions in favor of the Holders contained in this Section 32(a), without the prior written consent of the Holders.
(b) Subject to the provisions of Section 7.3(c) of the Note Purchase Amendments, if the Holders should at any time or from time to time determine that the unpaid reimbursements due and owing from the Company on account of invoices for the fees and expenses of counsel to the Holders, Nightingale & Associates LLC and any other financial consultants hired by the Holders or their counsel, equal or exceed $150,000 in the aggregate, the Holders shall be entitled to provide written notification thereof to the Collateral Agent, which notification shall (i) state that a funds transfer is being requested remit all Payments that, pursuant to pay in full Line 199 of the outstanding fees and expenses of counsel Reinsurance Servicer Report, are allocable to the Holders, Nightingale & Associates LLC and any other financial consultants hired by the Holders or their counsel Anchor directly to Anchor and (ii) contain wire all Payments that, pursuant to Line 198 of the Reinsurance Servicer Report, are allocable to ANLIC (Hawaii) directly and in immediately available funds transfer instructionsto the non-interest-bearing cash collateral account with Citibank, N.A. at its office at 399 Park Avenue, New York, New York 10043, Accoun▇ ▇▇. ▇▇▇▇▇▇▇▇; ▇▇▇
(▇▇▇) ▇▇ ▇▇▇ ▇▇ent the Custodi▇▇ ▇▇▇▇ not receive a Daily Reinsurance Servicer Report on any Business Day, the Custodian shall accrue, segregate and hold either (a) 110% of the amount of the M&E Fees withheld as indicated on Line 3 of the Daily Reinsurance Servicer Report last provided to the Custodian or (b) the maximum cash amount distributable to Anchor on that day by the Funds, whichever is less. Upon receipt receiving such a Delinquent Daily Reinsurance Servicer Report, the Custodian shall remit to Anchor any amount withheld by the Custodian with respect to the M&E Fees in excess of that required to be withheld as indicated on Line 3 of such notification, (x) the Collateral Agent shall debit the Company's operating account in an amount equal Delinquent Daily Reinsurance Servicer Report. Prior to such unpaid fees and expenses and transfer such amount to the Holders or as otherwise directed in such notification and (y) the Company and its Subsidiaries shall be deemed to have unconditionally released, waived and forever discharged all claims, offsets, causes of action, suits or defenses of any kind whatsoever (other than claims by the Company against any agent delivery of the Holders above-referenced notice, however, the Custodian is to recover fees or expenses paid to such agent pursuant to this Section 32(b) if collect and to remit Charges in accordance with the extent such payment was caused by or resulted from such agent's gross negligence or willful misconduct, as determined by a court of competent jurisdiction applicable custodial agreements then in a final, non-appealable judgment or order), whether arising at law or in equity, whether known or unknown, which the Company or any Subsidiary might otherwise have against the Collateral Agent, any Holder or any directors, officers, employees or agents of any Holder, including without limitation counsel to the Holders, Nightingale & Associates LLC and any other financial consultants hired by the Holders or their counsel, arising in connection with, concerning or relating in any way to any payment or request for payment made pursuant to this Section 32(b) or any fees or expenses for which reimbursement may be sought pursuant to this Section 32(b)effect.
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Sources: Irrevocable Standing Instructions (Anchor National Life Insurance Co)