Common use of Underlying Instruments Clause in Contracts

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the grant by the Borrower to the Trustee, of any Loan in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee shall hold any Instrument delivered to it evidencing any Loan granted to the Trustee hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee Collateral Agent, the Document Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the BorrowerBorrower of, or the grant by the Borrower of a security interest to the TrusteeAdministrative Agent in, of any Loan in the nature of a loan or a participation in a loan Portfolio Asset to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee Document Custodian shall hold any Instrument delivered to it evidencing any Loan granted Portfolio Asset transferred to the Trustee Administrative Agent hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee U.S. Bank nor any Securities Intermediary securities intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the grant by the Borrower to the TrusteeAdministrative Agent, of any Loan in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee Pursuant to the Collateral Custodian Agreement, U.S. Bank shall hold any Instrument Underlying Instruments delivered to it evidencing any Loan granted Loans pledged to the Trustee Administrative Agent hereunder as custodial agent for the Administrative Agent any Secured Parties in accordance with the terms of this Agreement.

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee Collateral Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the BorrowerBorrower of, or the grant by the Borrower of a security interest to the TrusteeAdministrative Agent in, of any Loan in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan granted transferred to the Trustee Administrative Agent hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.. 102

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee Collateral Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the BorrowerBorrower of, or the grant by the Borrower of a security interest to the TrusteeAdministrative Agent in, of any Loan in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan granted transferred to the Trustee Administrative Agent hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.. (f)

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee Collateral Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the BorrowerBorrower of, or the grant by the Borrower of a security interest to the TrusteeAdministrative Agent in, of any Loan in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan granted transferred to the Trustee Administrative Agent hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.. 104

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee Collateral Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the BorrowerBorrower of, or the grant by the Borrower of a security interest to the TrusteeAdministrative Agent in, of any Loan in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any 113 USActive 60440347.7 applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan granted transferred to the Trustee Administrative Agent hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.. (f)

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee Collateral Agent, the Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the grant by the Borrower of a security interest to the TrusteeCollateral Agent, of any Loan in the nature of a loan or a participation in a loan Portfolio Investment to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee Each of the Collateral Agent and the Custodian shall hold any Instrument delivered to it evidencing any Loan granted Portfolio Investment transferred to the Trustee Collateral Agent hereunder as custodial agent for the Administrative Agent Secured Parties in accordance with the terms of this Agreement.

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee Collateral Agent, the Document Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the BorrowerBorrower of, or the grant by the Borrower of a security interest to the TrusteeAdministrative Agent in, of any Loan in the nature of a loan or a participation in a loan Portfolio Asset to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee Document Custodian shall hold any Instrument delivered to it evidencing any Loan granted Portfolio Asset transferred to the Trustee Administrative Agent hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.. (f)

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee Collateral Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the BorrowerBorrower of, or the grant by the Borrower of a security interest to the TrusteeAdministrative Agent in, of any Loan in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary USActive 37382726.29 96 consents). The Trustee Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan granted transferred to the Trustee Administrative Agent hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee Collateral Agent, the Collateral Custodian nor any Securities Intermediary securities intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the grant Grant by the Borrower to the TrusteeCollateral Agent, of any Loan Collateral Asset in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee Collateral Custodian shall hold any Instrument instrument delivered to it evidencing any Loan Collateral Asset granted to the Trustee Collateral Agent hereunder as custodial agent for the Administrative Collateral Agent in accordance with the terms of this Agreement.. (i)

Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Trustee Collateral Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the BorrowerLoan Parties of, or the grant by the Borrower Loan Parties of a security interest to the TrusteeAdministrative Agent in, of any Loan in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower Loan Parties under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Trustee Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan granted transferred to the Trustee Administrative Agent hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.