Common use of Collateral Agent in Control of Collateral Accounts Clause in Contracts

Collateral Agent in Control of Collateral Accounts. This Agreement is intended by the Company and the Collateral Agent to grant "control" of the Collateral Accounts and possession of other Collateral to the Collateral Agent for purposes of perfection of the Collateral Agent's security interest in the Collateral Account and other Collateral pursuant to Article 8 and Article 9 of the UCC. Each of the parties hereto hereby agrees that (1) each Collateral Account shall be comprised of (x) a "securities account" (within the meaning of Section 8-501(a) of the UCC and Article 1(1)(b) of the Hague Securities Convention) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and (y) a related “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC) in respect of which the Securities Intermediary is a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (2) all property other than cash credited to any Collateral Account shall be credited to the securities account thereof and treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC and all cash credited to any Collateral Account shall be credited to the related deposit account thereof (3) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Collateral Account. The only permitted withdrawals from the Collateral Accounts shall be in accordance with the provisions of this Agreement. Notwithstanding any term to the contrary, it is hereby expressly acknowledged that interests in bank loans or participations (collectively “Loan Assets”) may be acquired by the Company from time to time which are not evidenced or accompanied by delivery of a security (as defined in UCC Section 8-102) or an instrument (as defined in Section 9¬102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile or electronic copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Company, as applicable, as assignee, that any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Company; and that if and to the extent such Loan Assets are credited to any Account described herein, any duty on the part of the Securities Intermediary to maintain such a financial asset shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it. The Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement or Company's title to the related Loan Asset, and nothing herein shall be construed to require the Securities Intermediary to treat as a financial asset any asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. Except as otherwise provided in this Agreement, the Securities Intermediary shall comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) ("Entitlement Orders") or other orders or instructions originated by the Company (or the Servicer on its behalf) with respect to the Collateral Accounts or the financial assets or cash credited thereto without further consent by the Collateral Agent. Upon receipt by the Securities Intermediary of a Notice of Exclusive Control, the Securities Intermediary shall comply with any Entitlement Order or other direction or instruction from the Collateral Agent (acting solely at the written direction of the Administrative Agent) relating to any Collateral Account or the financial assets or cash credited thereto without further consent by the Company, the Servicer or any other Person. In the event that any Entitlement Order or other order or - 173 - instruction from the Collateral Agent conflicts with an Entitlement Order or other order or instruction from the Company (or the Servicer on its behalf), the Entitlement Order or other order or instruction from Collateral Agent shall govern. If at any time the Collateral Agent (acting solely at the written direction of the Administrative Agent) notifies the Securities Intermediary that the Collateral Agent will exercise exclusive control over the Collateral Accounts (a "Notice of Exclusive Control"), the Securities Intermediary will cease complying with Entitlement Orders or other directions or instructions concerning the Collateral Accounts and the financial assets and cash credited thereto originated by or on behalf of the Company (or the Servicer on its behalf) until such time, if any, as such Notice of Exclusive Control is rescinded in writing by the Collateral Agent (acting solely at the written direction of the Administrative Agent). Solely as between the Collateral Agent and the Company, the Collateral Agent agrees that it will not deliver a Notice of Exclusive Control (or otherwise provide an Entitlement Order or other direction or instruction) unless an Event of Default has occurred and is continuing and it has received written instruction from the Administrative Agent with respect thereto.

Collateral Agent in Control of Collateral Accounts. This Agreement is intended by the Company and the Collateral Agent to grant "control" of the Collateral Accounts and possession of other Collateral to the Collateral Agent for purposes of perfection of the Collateral Agent's security interest in the Collateral Account and other Collateral pursuant to Article 8 and Article 9 of the UCC. Each of the parties hereto hereby agrees that (1) each Collateral Account shall be comprised of (x) a "securities account" (within the meaning of Section 8-501(a) of the UCC and Article 1(1)(b) of the Hague Securities Convention) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and (y) a related “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC) in respect of which the Securities Intermediary is a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (2) all property other than cash credited to any Collateral Account shall be credited to the securities account thereof and treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC and all cash credited to any Collateral Account shall be credited to the related deposit account thereof (3) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Collateral Account. The only permitted withdrawals from the Collateral Accounts shall be in accordance with the provisions of this Agreement. Notwithstanding any term to the contrary, it is hereby expressly acknowledged that interests in bank loans or participations (collectively “Loan Assets”) may be acquired by the Company from time to time which are not evidenced or accompanied by delivery of a security (as defined in UCC Section 8-102) or an instrument (as defined in Section 9¬102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile or electronic copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Company, as applicable, as assignee, that any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Company; and that if and to the extent such Loan Assets are credited to any Account described herein, any duty on the part of the Securities Intermediary to maintain such a financial asset shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it. The Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement or Company's title to the related Loan Asset, and nothing herein shall be construed to require the Securities Intermediary to treat as a financial asset any asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. Except as otherwise provided in this Agreement, the Securities Intermediary shall comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) ("Entitlement Orders") or other orders or instructions originated by the Company (or the Servicer on its behalf) with respect to the Collateral Accounts or the financial assets or cash credited thereto without further consent by the Collateral Agent. Upon receipt by the Securities Intermediary of a Notice of Exclusive Control, the Securities Intermediary shall comply with any Entitlement Order or other direction or instruction from the Collateral Agent (acting solely at the written direction of the Administrative Agent) relating to any Collateral Account or the financial assets or cash credited thereto without further consent by the Company, the Servicer or any other Person. In the event that any Entitlement Order or other order or - 173 - instruction from the Collateral Agent conflicts with an Entitlement Order or other order or instruction from the Company (or the Servicer on its behalf), the Entitlement Order or other order or instruction from Collateral Agent shall govern. If at any time the Collateral Agent (acting solely at the written direction of the Administrative Agent) notifies the Securities Intermediary that the Collateral Agent will exercise exclusive control over the Collateral Accounts (a "Notice of Exclusive Control"), the Securities Intermediary will cease complying with Entitlement Orders or other directions or instructions concerning the Collateral Accounts and the financial assets and cash credited thereto originated by or on behalf of the Company (or the Servicer on its behalf) until such time, if any, as such Notice of Exclusive Control is rescinded in writing by the Collateral Agent (acting solely at the written direction of the Administrative Agent). Solely as between the Collateral Agent and the Company, the Collateral Agent agrees that it will not deliver a Notice of Exclusive Control (or otherwise provide an Entitlement Order or other direction or - 70 - instruction) unless an Event of Default has occurred and is continuing and it has received written instruction from the Administrative Agent with respect thereto.

Collateral Agent in Control of Collateral Accounts. This Agreement is intended by the Company and the Collateral Agent to grant "control" of the Collateral Accounts and possession of other Collateral to the Collateral Agent for purposes of perfection of the Collateral Agent's security interest in the Collateral Account and other Collateral pursuant to Article 8 and Article 9 of the UCC. Each of the parties hereto hereby agrees that (1) each Collateral Account shall be comprised of (x) a "securities account" (within the meaning of Section 8-501(a) of the UCC and Article 1(1)(b) of the Hague Securities Convention) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and (y) a related “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC) in respect of which the Securities Intermediary is a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (2) all property other than cash credited to any Collateral Account shall be credited to the securities account thereof and treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC and all cash credited to any Collateral Account shall be credited to the related deposit account thereof (3) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Collateral Account. The only permitted withdrawals from the Collateral Accounts shall be in accordance with the provisions of this Agreement. Notwithstanding any term to the contrary, it is hereby expressly acknowledged that interests in bank loans or participations (collectively “Loan Assets”) may be acquired by the Company from time to time which are not evidenced or accompanied by delivery of a security (as defined in UCC Section 8-102) or an instrument (as defined in Section 9¬102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile or electronic copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Company, as applicable, as assignee, that any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Company; and that if and to the extent such Loan Assets are credited to any Account described herein, any duty on the part of the Securities Intermediary to maintain such a financial asset shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it. The Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement or Company's title to the related Loan Asset, and nothing herein shall be construed to require the Securities Intermediary to treat as a financial asset any asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. Except as otherwise provided in this Agreement, the Securities Intermediary shall comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) ("Entitlement Orders") or other orders or instructions originated by the Company (or the Servicer on its behalf) with respect to the Collateral Accounts or the financial assets or cash credited thereto without further consent by the Collateral Agent. Upon receipt by the Securities Intermediary of a Notice of Exclusive Control, the Securities Intermediary shall comply with any Entitlement Order or other direction or instruction from the Collateral Agent (acting solely at the written direction of the Administrative Agent) relating to any Collateral Account or the financial assets or cash credited thereto without further consent by the Company, the Servicer or any other Person. In the event that any Entitlement Order or other order or - 173 90 - instruction from the Collateral Agent conflicts with an Entitlement Order or other order or instruction from the Company (or the Servicer on its behalf), the Entitlement Order or other order or instruction from Collateral Agent shall govern. If at any time the Collateral Agent (acting solely at the written direction of the Administrative Agent) notifies the Securities Intermediary that the Collateral Agent will exercise exclusive control over the Collateral Accounts (a "Notice of Exclusive Control"), the Securities Intermediary will cease complying with Entitlement Orders or other directions or instructions concerning the Collateral Accounts and the financial assets and cash credited thereto originated by or on behalf of the Company (or the Servicer on its behalf) until such time, if any, as such Notice of Exclusive Control is rescinded in writing by the Collateral Agent (acting solely at the written direction of the Administrative Agent). Solely as between the Collateral Agent and the Company, the Collateral Agent agrees that it will not deliver a Notice of Exclusive Control (or otherwise provide an Entitlement Order or other direction or instruction) unless an Event of Default has occurred and is continuing and it has received written instruction from the Administrative Agent with respect thereto.

Collateral Agent in Control of Collateral Accounts. This Agreement is intended by the Company and the Collateral Agent to grant "control" of the Collateral Accounts and possession of other Collateral to the Collateral Agent for purposes of perfection of the Collateral Agent's security interest in the Collateral Account and other Collateral pursuant to Article 8 and Article 9 of the UCC. Each of the parties hereto hereby agrees that (1) each Collateral Account shall be comprised of (x) a "securities account" (within the meaning of Section 8-501(a) of the UCC and Article 1(1)(b) of the Hague Securities Convention) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and (y) a related “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC) in respect of which the Securities Intermediary is a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (2) all property other than cash credited to any Collateral Account shall be credited to the securities account thereof and treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC and all cash credited to any Collateral Account shall be credited to the related deposit account thereof (3) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Collateral Account. The only permitted withdrawals from the Collateral Accounts shall be in accordance with the provisions of this Agreement. Notwithstanding any term to the contrary, it is hereby expressly acknowledged that interests in bank loans or participations (collectively “Loan Assets”) may be acquired by the Company from time to time which are not evidenced or accompanied by delivery of a security (as defined in UCC Section 8-102) or an instrument (as defined in Section 9¬102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile or electronic copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Company, as applicable, as assignee, that any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Company; and that if and to the extent such Loan Assets are credited to any Account described herein, any duty on the part of the Securities Intermediary to maintain such a financial asset shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it. The Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement or Company's title to the related Loan Asset, and nothing herein shall be construed to require the Securities Intermediary to treat as a financial asset any asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. Except as otherwise provided in this Agreement, the Securities Intermediary shall comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) ("Entitlement Orders") or other orders or instructions originated by the Company (or the Servicer on its behalf) with respect to the Collateral Accounts or the financial assets or cash credited thereto without further consent by the Collateral Agent. Upon receipt by the Securities Intermediary of a Notice of Exclusive Control, the Securities Intermediary shall comply with any Entitlement Order or other direction or instruction from the Collateral Agent (acting solely at the written direction of the Administrative Agent) relating to any Collateral Account or the financial assets or cash credited thereto without further consent by the Company, the Servicer or any other Person. In the event that any Entitlement Order or other order or - 173 - instruction from the Collateral Agent conflicts with an Entitlement Order or other order or instruction from the Company (or the Servicer on its behalf), the Entitlement Order or other order or instruction from Collateral Agent shall govern. If at any time the Collateral Agent (acting solely at the written direction of the Administrative Agent) notifies the Securities Intermediary that the Collateral Agent will exercise exclusive control over the Collateral Accounts (a "Notice of Exclusive Control"), the Securities Intermediary will cease complying with Entitlement Orders or other directions or instructions concerning the Collateral Accounts and the financial assets and cash credited thereto originated by or on behalf of the Company (or the Servicer on its behalf) until such time, if any, as such Notice of Exclusive Control is rescinded in writing by the Collateral Agent (acting solely at the written direction of the Administrative Agent). Solely as between the Collateral Agent and the Company, the Collateral Agent agrees that it will not deliver a Notice of Exclusive Control (or otherwise provide an Entitlement Order or other direction or instruction) unless an Event of Default has occurred and is continuing and it has received written instruction from the Administrative Agent with respect thereto.