Common use of Collateral Sub-Agents Clause in Contracts

Collateral Sub-Agents. Each Lender by its execution and delivery of this Agreement agrees, as contemplated by Article VIII of the Security Agreement, that, in the event it shall hold any Cash Equivalents referred to therein, upon the written request of Collateral Agent following the occurrence of an Event of Default and the execution and delivery by Collateral Agent, such Lender and the applicable Credit Party of a mutually acceptable control agreement with respect to such Cash Equivalent (it being understood that no Lender is obligated to enter into any such control agreement), such Cash Equivalents shall be held in the name and under the control of such Lender, and such Lender shall hold such Cash Equivalents as a collateral sub-agent for Collateral Agent thereunder. Each Credit Party by its execution and delivery of this Agreement hereby consents to the foregoing. In such event, such Lender acting in the capacity of a sub-agent shall be afforded all protections set forth in this Article XII as if acting as Collateral Agent with respect to such holdings. Notwithstanding anything in this Agreement or any other Credit Document to the contrary, except as set forth in Section 4.07 hereof, no Lender (other than Collateral Agent acting in such capacity) which is acting as a Financial Intermediary (as defined in the Security Agreement) with respect to any Financial Account Collateral (as defined in the Security Agreement) shall have any duty or obligation (whether express or implied) to the other Lenders in respect of such Financial Account Collateral or the disposition thereof unless such Lender, Collateral Agent and the applicable Credit Party have entered into a Financial Account Consent Agreement (as defined in the Security Agreement) or other control or similar agreement with respect to such Financial Account Collateral (it being understood that no Lender shall have any obligation to enter into any such agreement).

Collateral Sub-Agents. Each Lender by its execution and --------------------- delivery of this Agreement agrees, [as contemplated by Article VIII Section 9(g) of the Security Agreement, ,] that, in the event it shall hold any Cash Equivalents referred to therein, upon the written request of Collateral Administrative Agent following the occurrence and during the continuance of an Event of Default and the execution and delivery by Collateral Administrative Agent, such Lender and the applicable Credit Party Obligor of a mutually acceptable control agreement with respect to such Cash Equivalent (it being understood that no Lender is obligated to enter into any such control agreement), such Cash Equivalents shall be held in the name and under the control of such Lender, and such Lender shall hold such Cash Equivalents as a collateral sub-agent for Collateral Administrative Agent thereunder. Each Credit Party Obligor by its execution and delivery of this Agreement hereby consents to the foregoing. In such event, such Lender acting in the capacity of a sub-agent shall be afforded all protections set forth in this Article XII Section 11 as if acting as Collateral Administrative Agent with respect to such holdings. Notwithstanding anything in this Agreement or any other Credit Document to the contrary, except as set forth in Section 4.07 hereof, no Lender (other than Collateral Administrative Agent acting in such capacity) which is acting as a Financial Intermediary (as defined in the Security Agreement) with respect to any Financial Account Collateral (as defined in the Security Agreement) shall have any duty or obligation (whether express or implied) to the other Lenders in respect of such Financial Account Collateral or the disposition thereof unless such Lender, Collateral Administrative Agent and the applicable Credit Party Obligor have entered into a Financial Account Consent Agreement (as defined in the Security Agreement) or other control or similar agreement with respect to such Financial Account Collateral (it being understood that no Lender shall have any obligation to enter into any such agreement).

Collateral Sub-Agents. Each Lender by its execution and delivery of this Agreement agrees, as contemplated by Article VIII Section 9(g) of the Security Agreement, that, in the event it shall hold any Cash Equivalents referred to therein, upon the written request of Collateral Administrative Agent following the occurrence of an Event of Default and the execution and delivery by Collateral Administrative Agent, such Lender and the applicable Credit Party Obligor of a mutually acceptable control agreement with respect to such Cash Equivalent (it being understood that no Lender is obligated to enter into any such control agreement), such Cash Equivalents shall be held in the name and under the control of such Lender, and such Lender shall hold such Cash Equivalents as a collateral sub-agent for Collateral Administrative Agent thereunder. Each Credit Party Obligor by its execution and delivery of this Agreement hereby consents to the foregoing. In such event, such Lender acting in the capacity of a sub-agent shall be afforded all protections set forth in this Article XII Section 11 as if acting as Collateral Administrative Agent with respect to such holdings. Notwithstanding anything in this Agreement or any other Credit Document to the contrary, except as set forth in Section 4.07 hereof, no Lender (other than Collateral Administrative Agent acting in such capacity) which is acting as a Financial Intermediary (as defined in the Security Agreement) with respect to any Financial Account Collateral (as defined in the Security Agreement) shall have any duty or obligation (whether express or implied) to the other Lenders in respect of such Financial Account Collateral or the disposition thereof unless such Lender, Collateral Administrative Agent and the applicable Credit Party Obligor have entered into a Financial Account Consent Agreement (as defined in the Security Agreement) or other control or similar agreement with respect to such Financial Account Collateral (it being understood that no Lender shall have any obligation to enter into any such agreement).

Collateral Sub-Agents. Each Lender by its execution and delivery of this Agreement agrees, as contemplated by Article VIII Section 9(g) of the Security Agreement, that, in the event it shall hold any Cash Equivalents referred to therein, upon the written request of Collateral Administrative Agent following the occurrence of an Event of Default and the execution and delivery by Collateral Administrative Agent, such Lender and the applicable Credit Party Obligor of a mutually acceptable control agreement with respect to such Cash Equivalent Equivalents (it being understood that no Lender is obligated to enter into any such control agreement), ) such Cash Equivalents shall be held in the name and under the control of such Lender, and such Lender shall hold such Cash Equivalents as a collateral sub-agent for Collateral Administrative Agent thereunder. Each Credit Party Obligor by its execution and delivery of this Agreement hereby consents to the foregoing. In such event, such Lender acting in the capacity of such a sub-agent shall be afforded all protections set forth in this Article XII Section 11 as if acting as Collateral Administrative Agent with respect to such holdings. Notwithstanding anything in this Agreement or any other Credit Document to the contrary, except except, as set forth in Section 4.07 hereof, no Lender (other than Collateral Administrative Agent acting in such -118- capacity) which is acting as a Financial Intermediary (as defined in the Security Agreement) with respect to any Financial Account Collateral (as defined in the Security Agreement) shall have any duty or obligation (whether express or implied) to the other Lenders in respect of such Financial Account Collateral or the disposition thereof unless such Lender, Collateral Administrative Agent and the applicable Credit Party Obligor have entered into a Financial Account Consent Agreement (as defined in the Security Agreement) or other control or similar agreement with respect to such Financial Account Collateral (it being understood that no Lender shall have any obligation to enter into any such agreement).