Common use of Borrower Control Clause in Contracts

Borrower Control. Unless and until the Custodian receives written notice from the Administrative Agent substantially in the form attached hereto as Exhibit A (a “Notice of Exclusive Control”) and the Custodian has a reasonable time to act thereon (but in no event more than one full business day), or if all previous Notices of Exclusive Control have been revoked or rescinded in writing by the Administrative Agent: (i) the Borrower shall be entitled to exercise all rights with respect to, and to direct the Custodian with respect to, the Collateral in the Collateral Account, and (ii) the Custodian shall have no responsibility or liability to the Administrative Agent (or any of the other Secured Parties) for settling trades of financial assets and cash carried in the Collateral Account at the direction of and in accordance with the instructions of the Borrower given in accordance with the Custodian Agreement, or for complying with entitlement orders from the Borrower concerning any Collateral. The Borrower agrees that any costs incurred in connection with the sale or delivery of Collateral shall be solely the responsibility of the Borrower, who agrees to indemnify and hold harmless the Custodian from liability or responsibility for such including, without limitation, buy-ins, fees, or penalties with respect to Collateral that is not U.S. cash or U.S. securities. In addition, with respect to the sale, delivery, holding or transacting of such non-U.S. Collateral, the Borrower agrees to accept Country Risk as defined in the Custodian Agreement.

Borrower Control. (i) Unless and until the Custodian Securities Intermediary receives written notice from the Administrative Agent Lender directing the Securities Intermediary that the Lender is exercising its right to exclusive control over the Account, which notice is substantially in the form attached hereto as Exhibit A (a “"Notice of Exclusive Control”) and the Custodian has a reasonable time to act thereon (but in no event more than one full business day"), or if all previous Notices of Exclusive Control have been revoked or rescinded in writing by the Administrative Agent: (i) Lender, the Borrower (or, until the Investment Manager's receipt of notice from the Lender that it is exercising exclusive control over the Account, the Investment Manager pursuant to the Custodial Agreement) shall be entitled to exercise all rights with respect to, and to direct the Custodian Securities Intermediary with respect to, the Collateral in Account and the Collateral AccountAccount Assets, including, but not limited to, the investment and re-investment of the Account Assets and the Securities Intermediary shall be entitled to deal with the Borrower (or the Investment Manager pursuant to the Custodial Agreement) as the sole and absolute owner thereof, including without limitation the sale, liquidation, purchase, trading, transfer, delivery, withdrawal, release or payment of any Account Assets, including any cash balances. (ii) the Custodian The Securities Intermediary shall have no responsibility or liability to the Administrative Agent (or any of the other Secured Parties) Lender for settling trades of financial assets and cash carried in the Collateral Account at the direction of and in accordance with the instructions of the Borrower or the Investment Manager given in accordance with the Custodian Custodial Agreement, or for complying with entitlement orders from the Borrower concerning any Collateral. The Borrower agrees that any costs incurred in connection with the sale or delivery of Collateral shall be solely the responsibility of Account Assets from the Borrower, who agrees if received by the Securities Intermediary prior to indemnify and hold harmless receipt of a Notice of Exclusive Control from the Custodian from liability Lender or responsibility for such including, without limitation, buy-ins, fees, at any time after all Notices of Exclusive Control have been revoked or penalties with respect to Collateral that is not U.S. cash or U.S. securities. In addition, with respect to rescinded in writing by the sale, delivery, holding or transacting of such non-U.S. Collateral, the Borrower agrees to accept Country Risk as defined in the Custodian AgreementLender.

Borrower Control. (i) Unless and until the Custodian Securities Intermediary receives written notice from the Administrative Agent Lender directing the Securities Intermediary that the Lender is exercising its right to exclusive control over the Account, which notice is substantially in the form attached hereto as Exhibit A B (a “Notice of Exclusive Control”) and the Custodian has a reasonable time to act thereon (but in no event more than one full business day), or if all previous Notices of Exclusive Control have been revoked or rescinded in writing by the Administrative Agent: (i) Lender, the Borrower (or, until the Investment Manager’s receipt of notice from the Lender that it is exercising exclusive control over the Account, the Investment Manager pursuant to the Custodial Agreement) shall be entitled to exercise all rights with respect to, and to direct the Custodian Securities Intermediary with respect to, the Collateral in Account and the Collateral AccountAccount Assets, including, but not limited to, the investment and re-investment of the Account Assets and the Securities Intermediary shall be entitled to deal with the Borrower (or the Investment Manager pursuant to the Custodial Agreement) as the sole and absolute owner thereof, including without limitation the sale, liquidation, purchase, trading, transfer, delivery, withdrawal, release or payment of any Account Assets, including any cash balances. (ii) the Custodian The Securities Intermediary shall have no responsibility or liability to the Administrative Agent (or any of the other Secured Parties) Lender for settling trades of financial assets and cash carried in the Collateral Account at the direction of and in accordance with the instructions of the Borrower or the Investment Manager given in accordance with the Custodian Custodial Agreement, or for complying with entitlement orders from the Borrower concerning any Collateral. The Borrower agrees that any costs incurred in connection with the sale or delivery of Collateral shall be solely the responsibility of Account Assets from the Borrower, who agrees if received by the Securities Intermediary prior to indemnify and hold harmless receipt of a Notice of Exclusive Control from the Custodian from liability or responsibility for such including, without limitation, buy-ins, fees, or penalties with respect to Collateral that is not U.S. cash or U.S. securities. In addition, with respect to the sale, delivery, holding or transacting of such non-U.S. Collateral, the Borrower agrees to accept Country Risk as defined in the Custodian AgreementLender.