Agents, Subcustodians and Securities Custody. The Administrative Agent and the Borrower authorize the Collateral Administrator to utilize agents, subcustodians, depositories, correspondent banks, and affiliates (“Subagents”) to process transactions and to hold cash or Assets, and to use any other means legally available to it for the retention, processing, or maintenance of cash or Assets; provided, that the Collateral Administrator shall select such Subagents in good faith using due care. References to “Collateral Administrator” hereunder shall be deemed to include any and all agents of the Collateral Administrator and subcustodians to the extent that such entities perform the Collateral Administrator’s duties under this Agreement (subject to the remainder of this Paragraph 2(d)). Utilization of Subagents shall not release the Collateral Administrator from its responsibility to perform its obligations hereunder or from actions or omissions with respect to such obligations, but the Collateral Administrator will not otherwise be liable for any acts or omissions of any Subagents utilized by the Collateral Administrator. In no event shall the Collateral Administrator have any responsibility for any act or omission of FRB or any entity that is a participant in the National Clearing and Settlement System and registered as a clearing agency pursuant to Sections 17A and 19(a)(1) of the Securities Exchange Act of 1934, as amended.
Agents, Subcustodians and Securities Custody. Administrative Agent and Borrower authorize Collateral Administrator to utilize agents, subcustodians, depositories, correspondent banks, and affiliates (collectively, “Subagents”) to process transactions and to hold the Delivered Assets, and to use any other means legally available to it for the retention, processing, or maintenance of the Delivered Assets; provided that (i) the Collateral Administrator shall not delegate the maintenance of the Deposit Account or Securities Account to any Subagent that is not an Eligible Institution as to which the Administrative Agent has given its prior written consent and (ii) the Collateral Administrator shall continue to be directly responsible for the performance of any duties performed through Sub-Agent to which the Administrative Agent has not given its prior written consent, not to be unreasonably withheld . References to “Collateral Administrator” hereunder shall be deemed to include any and all Subagents of Collateral Administrator to the extent that such Persons perform Collateral Administrator’s duties under this Agreement. The Collateral Administrator’s responsibility with respect to any property held by its Subagents with respect to which the Administrative Agent has consented as provided in this Section 2(d) is limited to the failure on the part of the Collateral Administrator to exercise due care in the selection, retention or monitoring of such persons in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any direct losses, damages, claims, costs, expenses or other liabilities (“Subagent Losses”) incurred by the Borrower, the Administrative Agent, the Lenders or the Assets as a result of the acts or the failure to act by any such Subagent with respect to which the Administrative Agent has consented as provided in this Section 2(d), the Collateral Administrator’s sole responsibility to the Borrower, the Administrative Agent and the Lenders shall be to take commercially reasonable action at the direction of the Administrative Agent to pursue claims for such Subagent Losses, from such Subagent and any recovery of such Subagent Losses (exclusive of reasonable and documented costs and expenses incurred by Collateral Administrator) shall be for the account of the Borrower. Notwithstanding the foregoing or any other provision of this Agreement, the Borrower and the Administrative Agent acknowledge and agree that the Collateral Admini...
