Common use of Custody of Cash Collateral Clause in Contracts

Custody of Cash Collateral. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Concentration Accounts and the Cash Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own like property, it being understood that the Administrative Agent shall not be required to preserve rights of the Borrowers in such accounts or any amounts on deposit therein or any Investments subject thereto against third parties but may do so at its option. All expenses incurred in connection therewith shall be for the joint and several account of the Multicurrency Borrowers with respect to any funds deposited by the Multicurrency Borrowers or the joint and several account of the Domestic Borrowers with respect to any funds deposited by the Domestic Borrowers, and, in each case, shall constitute Obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement, except as set forth in this clause (c), none of the Borrowers or any Person or entity claiming on behalf of or through a Borrower shall have any right to withdraw any of the funds held in the Domestic Concentration Account or any Cash Collateral Account. Upon the Payment In Full of the Obligations and termination of the Commitments, any funds remaining in the Domestic Concentration Account or the Domestic Cash Collateral Account shall be returned by the Administrative Agent to the relevant Borrower or paid by the Administrative Agent to whomever may be legally entitled thereto, and in relation to funds in the Multicurrency Concentration Accounts and the Multicurrency Cash Collateral Accounts, the Administrative Agent shall release the security over such accounts and terminate any associated control rights it may have.

Custody of Cash Collateral. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Concentration Accounts and the Cash Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own like property, it being understood that the Administrative Agent shall not be required to preserve rights of the Borrowers in such accounts or any amounts on deposit therein or any Investments subject thereto against third parties but may do so at its option. All expenses incurred in connection therewith -91- shall be for the joint and several account of the Multicurrency Borrowers with respect to any funds deposited by the Multicurrency Borrowers or the joint and several account of the Domestic Borrowers with respect to any funds deposited by the Domestic Borrowers, and, in each case, shall constitute Obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement, except as set forth in this clause (c), none of the Borrowers or any Person or entity claiming on behalf of or through a Borrower shall have any right to withdraw any of the funds held in the Domestic Concentration Account or any Cash Collateral Account. Upon the Payment In Full of the Obligations and termination of the Commitments, any funds remaining in the Domestic Concentration Account or the Domestic Cash Collateral Account shall be returned by the Administrative Agent to the relevant Borrower or paid by the Administrative Agent to whomever may be legally entitled thereto, and in relation to funds in the Multicurrency Concentration Accounts and the Multicurrency Cash Collateral Accounts, the Administrative Agent shall release the security over such accounts and terminate any associated control rights it may have.

Custody of Cash Collateral. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Concentration Accounts and the Cash Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own like property, it being understood that the Administrative Agent shall not be required to preserve rights of the Borrowers in such accounts or any amounts on deposit therein or any Investments subject thereto against third parties but may do so at its option. All expenses incurred in connection therewith shall be for the joint and several account of the Multicurrency Borrowers with respect to any funds deposited by the Multicurrency Borrowers or the joint and several account of the Domestic Borrowers with respect to any funds deposited by the Domestic Borrowers, and, in each case, shall constitute Obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement, except as set forth in this clause CLAUSE (c), none of the Borrowers or any Person or entity claiming on behalf of or through a Borrower shall have any right to withdraw any of the funds held in the Domestic Concentration Account or any Cash Collateral Account. Upon the Payment In Full of the Obligations and termination of the Commitments, any funds remaining in the Domestic Concentration Account or the Domestic Cash Collateral Account shall be returned by the Administrative Agent to the relevant Borrower or paid by the Administrative Agent to whomever may be legally entitled thereto, and in relation to funds in the Multicurrency Concentration Accounts and the Multicurrency Cash Collateral Accounts, the Administrative Agent shall release the security over such accounts and terminate any associated control rights it may have.

Custody of Cash Collateral. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the U.S. Concentration Accounts Account, the Canadian Cash Collection Account and the Cash Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own like property, it being understood that the Administrative Agent shall not be required to preserve rights of the Borrowers in such accounts or any amounts on deposit therein or any Investments subject thereto against third parties but may do so at its option. All expenses incurred in connection therewith shall be for the joint and several sole account of the Multicurrency Borrowers Canadian Borrower with respect to any funds deposited by the Multicurrency Borrowers Canadian Borrower or the joint and several account of the Domestic Borrowers with respect to any funds deposited by the Domestic Borrowers, and, in each case, shall constitute Obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement, (i) except as set forth in this clause (c), none of the Borrowers or any Person or entity claiming on behalf of or through a Borrower shall have any right to withdraw any of the funds held in the Domestic U.S. Concentration Account, the Canadian Cash Collection Account or any Cash Collateral Account, (ii) the Agent shall not be required to honor any Notice of Withdrawal with respect to the Canadian Cash Collateral Account or any Cash Collateral Account that requires the Agent to transfer funds deposited in such account which are not in immediately available funds and (iii) the Multicurrency Borrower shall not maintain on deposit in the Cash Collateral Accounts located in Europe or Asia (or any operating account from which funds on deposit in such Cash Collateral Accounts have been transferred) deposits in excess of $5,000,000 (or such larger amount acceptable to the Agent) at any time outstanding. Upon the Payment In Full of the Obligations and termination of the Commitments, any funds remaining in the Domestic U.S. Concentration Account, the Canadian Cash Collection Account or the Domestic any Cash Collateral Account shall be returned by the Administrative Agent to the relevant Borrower or paid by the Administrative Agent to whomever may be legally entitled thereto, and in relation to funds in the Multicurrency Concentration Accounts and the Multicurrency Cash Collateral Accounts, the Administrative Agent shall release the security over such accounts and terminate any associated control rights it may have.