Common use of Procedures Relating to the Establishment of Borrower Accounts Controlled by the Collateral Agent Clause in Contracts

Procedures Relating to the Establishment of Borrower Accounts Controlled by the Collateral Agent. (a) Notwithstanding any term in this Agreement to the contrary and notwithstanding the terms of Part 5 of Article 8 of the UCC, to the extent applicable, with respect to Collateral Obligations delivered to the Collateral Agent, any custodian acting on its behalf, or the Bank acting as Borrower Accounts Securities Intermediary pursuant to the provisions of this Agreement, the Collateral Agent, any custodian acting on its behalf, or the Bank acting as, Borrower Accounts Securities Intermediary shall be obligated to receive and hold until released pursuant to the terms of this Agreement the items delivered or caused to be delivered to it by the Borrower or the Investment Manager, and to hold the same in its custody in accordance with the terms of the Transaction Documents but shall have no further obligation with respect to, or be obligated to take (or to determine whether there has been taken) any action in connection with the delivery of such Collateral Obligations. Without limiting the foregoing, in no instance shall the Collateral Agent, any such custodian or the Bank acting as Borrower Accounts Securities Intermediary be under any duty or obligation to examine the underlying credit agreement, loan agreement, participation agreement, Agreement, trust agreement or similar instrument that may be applicable to any Collateral Obligation in order to determine (or otherwise to determine under applicable law) whether sufficient actions have been taken and documents delivered (including without limitation, any requisite obligor or agent bank consents, notices or filings) in order to properly assign, transfer, or otherwise convey title to such Collateral Obligations. In connection with the delivery of any Collateral Obligation, the Borrower or the Investment Manager shall send to the Collateral Agent and the Collateral Administrator a trade ticket or transmittal letter (in form and content mutually reasonably acceptable to them), which shall, at a minimum (in addition to other appropriate information with regard to the subject Collateral Obligation as may be mutually agreed upon between the Collateral Administrator and the Investment Manager), (i) specify the purchase price for such Collateral Obligation, and (ii) identify the Collateral Obligation and its material amount, payment and interest rate terms. Each of the Collateral Agent, the Collateral Administrator, any custodian acting on its behalf and the Bank acting as Borrower Accounts Securities Intermediary shall be entitled to assume the genuineness, validity and enforceability of each such note, certificate, instrument and agreement delivered to it in connection with the delivery of a Collateral Obligation, and to assume that each is what it purports on its face to be, and to assume the genuineness and due authority of all signatures appearing thereon.