Maintaining the Collateral Clause Samples

Maintaining the Collateral. So long as any Revolving Credit Advance or any other obligation of the Grantor or any Borrower under any Credit Document shall remain unpaid, any Letter of Credit or Letter of Credit Liability shall be outstanding or any Bank shall have any Commitment: (a) The Grantor will maintain all Collateral only with the Collateral Agent or the Securities Intermediary (or such other Person acceptable to the Collateral Agent and the Grantor that complies with the provisions herein which has agreed, in a record authenticated by the Grantor, the Collateral Agent and such Person, to (i) comply with instructions originated by the Collateral Agent directing the disposition of funds in the Collateral Account without the further consent of the Grantor and (ii) waive or subordinate in favor of the Collateral Agent all claims of such Person (including, without limitation, claims by way of a security interest, lien or right of setoff or right of recoupment) to the Collateral, which authenticated record shall be in form and substance satisfactory to the Collateral Agent and the Grantor). (b) The Collateral Agent shall, at the direction of the Grantor, at any time and without notice to, or consent from, any Bank, and notwithstanding the occurrence or continuance of any Event of Default, transfer, or direct the transfer of, funds from the Collateral Account to the Agent to satisfy any Borrower's Obligations under the Credit Agreement whether or not such Obligations are then due and payable. (c) The Collateral Agent shall, at the request of the Agent, at any time and without consent from the Grantor or any Borrower, transfer, or direct the transfer of, funds from the Collateral Account to satisfy any Borrower's obligations under the Credit Documents which are then due and payable (provided that promptly thereafter the Collateral Agent shall give the Grantor written notice of the same) if an Event of Default shall have occurred and be continuing. (d) Subject to Sections 4(b) and 6(d) hereof, upon the occurrence and continuance of an Event of Default under Section 6.1(d) or (f) of the Credit Agreement (each a "SPECIFIED EVENT OF DEFAULT"), the Collateral Agent shall have sole right to direct the investment and disposition of funds with respect to the Collateral Account and it shall be a term and condition of the Collateral Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Collateral Account that no amount (including, without limitat...