Common use of Powers of Collateral Agent and Depositary Agent Clause in Contracts

Powers of Collateral Agent and Depositary Agent. The Collateral Agent and, where appropriate, the Depositary Agent shall have the right (but not the obligation) to (a) refuse any item for credit to any Account except as required by the terms of this Agreement and (b) refuse to honor any request for a withdrawal or transfer of Account Funds that is not consistent with the terms of this Agreement. If the Issuers fail to perform any of their agreements contained herein, the Collateral Agent may itself perform, or cause the performance of, such agreement, and the reasonable expenses of the Collateral Agent incurred in connection therewith shall be payable by the Issuers upon demand. The powers conferred on the Collateral Agent and the Depositary Agent in this Agreement are solely to protect the Collateral Agent's, for the benefit of the Secured Parties, interest in the Pledged Accounts and the Pledged Account Funds therein and shall not impose any duty on the Collateral Agent or the Depositary Agent to exercise any of such powers. Except for the reasonable care of any Account in its possession or under its control and the accounting of funds received by it hereunder, neither the Collateral Agent nor the Depositary Agent shall have any duty with respect to any Account or the Account Funds therein, or with respect to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Account or the Account Funds therein.

Powers of Collateral Agent and Depositary Agent. The Collateral Agent and, where appropriate, the Depositary Agent shall have the right (but not the obligation) to (unless otherwise directed by XLCA (if XLCA is the Controlling Party)) (a) refuse any item for credit to any Account except as required by the terms of this Agreement and (b) refuse to honor any request for a withdrawal or transfer disbursement of Account Funds that is not consistent with the terms of this Agreement. If the Issuers fail any Financing Party fails to perform any of their its agreements contained herein, the Collateral Agent may itself perform, or cause the performance of, such agreement, and the reasonable expenses of the Collateral Agent incurred in connection therewith shall be payable by the Issuers Issuer upon demanddemand and shall be part of the Obligations. The powers conferred on the Collateral Agent and the Depositary Agent in this Agreement are solely to protect the interests of the Collateral Agent's, for the benefit of the Secured Parties, interest in the Pledged Accounts and the Pledged Account Funds therein and shall not impose any duty on the Collateral Agent or the Depositary Agent to exercise any of such powers. Except for the reasonable care of any Account in its possession or under its control and the accounting of funds received by it hereunder, neither the Collateral Agent nor the Depositary Agent shall have any duty with respect to any the Accounts or Account or the Account Funds thereinFunds, or with respect to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any the Accounts or Account or the Account Funds therein.Funds. 6 <PAGE> 2.7

Powers of Collateral Agent and Depositary Agent. The Collateral Agent and, where appropriate, the Depositary Agent shall have the right (but not the obligation) to (unless otherwise directed by XLCA (if XLCA is the Controlling Party)) (a) refuse any item for credit to any Account except as required by the terms of this Agreement and (b) refuse to honor any request for a withdrawal or transfer disbursement of Account Funds that is not consistent with the terms of this Agreement. If the Issuers fail any Financing Party fails to perform any of their its agreements contained herein, the Collateral Agent may itself perform, or cause the performance of, such agreement, and the reasonable expenses of the Collateral Agent incurred in connection therewith shall be payable by the Issuers Issuer upon demanddemand and shall be part of the Obligations. The powers conferred on the Collateral Agent and the Depositary Agent in this Agreement are solely to protect the interests of the Collateral Agent's, for the benefit of the Secured Parties, interest in the Pledged Accounts and the Pledged Account Funds therein and shall not impose any duty on the Collateral Agent or the Depositary Agent to exercise any of such powers. Except for the reasonable care of any Account in its possession or under its control and the accounting of funds received by it hereunder, neither the Collateral Agent nor the Depositary Agent shall have any duty with respect to any the Accounts or Account or the Account Funds thereinFunds, or with respect to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any the Accounts or Account or the Account Funds thereinFunds.