Common use of Collateral Certificate; Exceptions Clause in Contracts

Collateral Certificate; Exceptions. The Custodian shall make available during normal business hours, and at such other hours as may be reasonable in the circumstances, (i) to representatives of the Transferor (and, if the Transferor so determines, the Company) and the P:MN Agent an office space at the Office that is sufficient to accommodate up to six people to review the Custodial Documents to be delivered, or delivered, by the Transferor pursuant to Section 6.1(a) with representatives of the Custodian for a period (of not more than ten days) specified by the Transferor upon reasonable prior notice to the Custodian, and (y) to representatives of the Company (and, if the Company so determines, of the Transferor) and the PrviN Agent an office space at the Office that is sufficient to accommodate up to six people to review the Custodial Documents to be delivered, or delivered, by the Company pursuant to Section 6.l(a) with representatives of the Custodian for a period (of not more than ten days) specified by the Company upon reasonable prior notice to the Custodian. Within forty-five days after notice !'rom the Transferor that it has delivered to the Custodian all of the Custodial Documents that it intends to deliver to the Custodian pursuant to Section 3.1 of the Contribution Agreement, the Custodian shall execute and deliver to the Company, each Purchase Money Notes Guarantor and the PMN Agent a certificate, substantially in the form attached hereto as Exhibit E (including an Asset Schedule and Exception List) ("Collateral Certificate"). Further, within forty-five days after the Custodian's receipt of the notice from the Company described in the last sentence of Section 6.l(a) hereof (or, if earlier, within forty-five days after the first anniversary of the date hereof), the Custodian shall execute and deliver to the Company and the PrviN Agent a new Collateral Certificate (including a new Asset Schedule and Exception List). In reviewing the documents provided with respect to an Asset, the Custodian shall examine the same and determine, with respect to each such document, whether (A) it meets the Review Criteria and (B) it (i) appears regular on its face (i.e., is not mutilated, damaged, torn, defaced or otherv.·ise physically altered), (ii) relates to the Asset to which it purports to relate, (iii) has been executed by the named parties thereon, (iv) where applicable, purports to be recorded, and (v) appears to be what it purports to be. Each Collateral Certificate delivered pursuant to this Agreement shall certify to all of the Custodial Documents received up to and including the date of such Collateral Certificate.

Collateral Certificate; Exceptions. The Custodian shall is to make available during normal business hours, and at such other hours as may be reasonable in the circumstances, , (i) to representatives of the Transferor (and, if the Transferor so determines, the Company) and the P:MN PMN Agent an office space at the Office that is sufficient to accommodate up to six people to review the Custodial Documents to be delivered, or delivered, by the Transferor pursuant to Section 6.1(a) with representatives of the Custodian for a period (of not more than to exceed ten days) specified by the Transferor upon reasonable prior notice to the Custodian, and (yii) to representatives of the Company (and, if the Company so determines, of the Transferor) and the PrviN PMN Agent an office space at the Office that is sufficient to accommodate up to six people to review the Custodial Documents to be delivered, or delivered, by the Company pursuant to Section 6.l(a6.1(a) with representatives of the Custodian for a period (of not more than to exceed ten days) specified by the Company upon reasonable prior notice to the Custodian. Within fortyseventy-five days after notice !'rom from the Transferor that it has delivered to the Custodian all of the Custodial Documents that it intends to deliver to the Custodian pursuant to Section 3.1 of the Contribution Transfer Agreement, the Custodian shall is to execute and deliver to the Company, the Initial Member, each Purchase Money Notes Guarantor and the PMN Agent a certificate, substantially in the form attached hereto to this Agreement as Exhibit E (including an Asset Schedule and Exception List) ("a “Collateral Certificate"”). Further, within forty-five days after the Custodian's ’s receipt of the notice from the Company described in the last sentence of Section 6.l(a6.1(a) hereof (or, if earlier, within forty-five days after the first anniversary of the date hereofAgreement Date), the Custodian shall is to execute and deliver to the Company Company, the Initial Member, and the PrviN PMN Agent a new Collateral Certificate (including a new Asset Schedule and Exception List). In reviewing the documents provided with respect to an Asset, the Custodian shall is to examine the same and determine, with respect to each such document, whether (AI) it meets the Review Criteria and (BII) it (iA) appears regular on its face (i.e., is not mutilated, damaged, torn, defaced or otherv.·ise otherwise physically altered), (ii) relates to the Asset to which it purports to relate, (iii) has been executed by the named parties thereon, (iv) where applicable, purports to be recorded, and (v) appears to be what it purports to be. Each Collateral Certificate delivered pursuant to this Agreement shall certify to all of the Custodial Documents received up to and including the date of such Collateral Certificate.,

Collateral Certificate; Exceptions. The Custodian shall make available during normal business hours, and at such other hours as may might be reasonable in the circumstances, to the Company and the Receiver (i) to and representatives of the Transferor (and, if the Transferor so determines, the Company) Company and the P:MN Agent Receiver) an office space at the Office that is sufficient to accommodate up to six (6) people to review the Custodial Documents to be delivered, or delivered, by the Transferor pursuant to Section 6.1(a) with representatives of the Custodian for a period (of not more than ten days(10) specified by the Transferor upon reasonable days prior notice to the Custodian, and delivery of the Collateral Certificate (y) to representatives as defined below). In the case of the Company as Custodian, within ninety (and90) days after the Document Effective Date or, if in the Company so determinescase of any other Custodian, within ninety (90) days after the delivery of the Transferor) and the PrviN Agent an office space at the Office that is sufficient to accommodate up to six people to review the Custodial Documents to be delivered, or delivered, by the Company pursuant to Section 6.l(a) with representatives of the Custodian for a period (of not more than ten days) specified by or, if earlier, the Company upon reasonable prior notice to the Custodian. Within forty-five days after notice !'rom the Transferor that it has delivered delivery to the Custodian all of the Custodial Documents that it intends to deliver to notice described in the Custodian pursuant to third sentence of Section 3.1 of the Contribution Agreement6.1(a)), the Custodian shall execute and deliver to the Company, each Purchase Money the Notes Guarantor Designee, and the PMN Collateral Agent a certificate, substantially in the form attached annexed hereto as Exhibit E (E, to the effect that the Custodian has received and reviewed the Custodial Documents, including an Asset a Loan Schedule and Exception List) List ("“Collateral Certificate"). Further, within forty-five days after the Custodian's receipt of the notice from the Company described in the last sentence of Section 6.l(a) hereof (or, if earlier, within forty-five days after the first anniversary of the date hereof), the Custodian shall execute and deliver to the Company and the PrviN Agent a new Collateral Certificate (including a new Asset Schedule and Exception List”). In reviewing the documents provided with respect to an Asseta Loan, the Custodian shall examine the same in accordance with the Review Procedures and determine, with respect to each such document, whether (A) it meets the Review Criteria and (B) it (i) appears regular on its face (i.e., is not mutilated, damaged, torn, defaced or otherv.·ise otherwise physically altered), (ii) relates to the Asset to which it purports to relatesuch Loan, (iii) has been executed by the named parties thereon, (iv) where applicable, purports to be recorded, recorded and (v) appears to be what it purports to be. Each Notwithstanding the foregoing, with respect to each Loan, the Custodian shall not be required to examine the Underlying Collateral Certificate Documents in accordance with the foregoing but shall only be required to determine (I) whether all Loan Documents reasonably expected to accompany that Loan have been delivered pursuant to this Agreement shall certify to all it, and (II) if any of the Custodial Documents received up to and including the date of such Collateral Certificaterequired endorsements on any Loan Notes are missing.

Collateral Certificate; Exceptions. The Custodian shall is to make available during normal business hours, and at such other hours as may be reasonable in the circumstances, , (i) to representatives of the Transferor (and, if the Transferor so determines, the Company) and the P:MN Agent an office space at the Office that is sufficient to accommodate up to six people to review the Custodial Documents to be delivered, or delivered, by the Transferor pursuant to Section 6.1(a) with representatives of the Custodian for a period (of not more than to exceed ten days) specified by the Transferor upon reasonable prior notice to the Custodian, and (yii) to representatives of the Company (and, if the Company so determines, of the Transferor) and the PrviN Agent an office space at the Office that is sufficient to accommodate up to six people to review the Custodial Documents to be delivered, or delivered, by the Company pursuant to Section 6.l(a6.1(a) with representatives of the Custodian for a period (of not more than to exceed ten days) specified by the Company upon reasonable prior notice to the Custodian. Within forty-five days after notice !'rom from the Transferor that it has delivered to the Custodian all of the Custodial Documents that it intends to deliver to the Custodian pursuant to Section 3.1 of the Contribution Transfer Agreement, the Custodian shall is to execute and deliver to the Company, each Purchase Money Notes Guarantor Company and the PMN Agent Initial Member a certificate, substantially in the form attached hereto to this Agreement as Exhibit E (including an Asset Schedule and Exception List) ("a “Collateral Certificate"”). Further, within forty-five days after the Custodian's ’s receipt of the notice from the Company described in the last sentence of Section 6.l(a6.1(a) hereof (or, if earlier, within forty-five days after the first anniversary of the date hereofAgreement Date), the Custodian shall is to execute and deliver to the Company and the PrviN Agent Initial Member a new Collateral Certificate (including a new Asset Schedule and Exception List). In reviewing the documents provided with respect to an Asset, the Custodian shall is to examine the same and determine, with respect to each such document, whether (AI) it meets the Review Criteria and (BII) it (iA) appears regular on its face (i.e., is not mutilated, damaged, torn, defaced or otherv.·ise otherwise physically altered), (ii) relates to the Asset to which it purports to relate, (iii) has been executed by the named parties thereon, (iv) where applicable, purports to be recorded, and (v) appears to be what it purports to be. Each Collateral Certificate delivered pursuant to this Agreement shall certify to all of the Custodial Documents received up to and including the date of such Collateral Certificate.,

Collateral Certificate; Exceptions. The Custodian shall make available during normal business hours, and at such other hours as may be reasonable in the circumstances, (i) to representatives of the Transferor (and, if the Transferor so determines, the Company) and the P:MN Agent an office space at the Office that is sufficient to accommodate up to six people to review the Custodial Documents to be delivered, or delivered, by the Transferor pursuant to Section 6.1(a6.1 (a) with representatives of the Custodian for a period (of not more than ten days) specified by the Transferor upon reasonable prior notice to the Custodian, and (y) to representatives of the Company (and, if the Company so determines, of the Transferor) and the PrviN Agent an office space at the Office that is sufficient to accommodate up to six people to review the Custodial Documents to be delivered, or delivered, by the Company pursuant to Section 6.l(a) with representatives of the Custodian for a period (of not more than ten days) specified by the Company upon reasonable prior notice to the Custodian. Within forty-five days after notice !'rom from the Transferor that it has delivered to the Custodian all of the Custodial Documents that it intends to deliver to the Custodian pursuant to Section 3.1 of the Contribution Agreement, the Custodian shall execute and deliver to the Company, each Purchase Money Notes Guarantor and the PMN Agent Company a certificate, substantially in the form attached hereto as Exhibit E (including an Asset Schedule and Exception List) ("Collateral Certificate"). Further, within forty-five days after the Custodian's receipt of the notice from the Company described in the last sentence of Section 6.l(a6.1(a) hereof (or, if earlier, within forty-five days after the first anniversary of the date hereof), the Custodian shall execute and deliver to the Company and the PrviN Agent a new Collateral Certificate (including a new Asset Schedule and Exception List). In reviewing the documents provided with respect to an Asset, the Custodian shall examine the same and determine, with respect to each such document, whether (A) it meets the Review Criteria and (B) it (i) appears regular on its face (i.e., is not mutilated, damaged, torn▇▇▇, defaced or otherv.·ise otherwise physically altered), (ii) relates to the Asset to which it purports to relate, (iii) has been executed by the named parties thereon, (iv) where applicable, purports to be recorded, and (v) appears to be what it purports to be. Each Collateral Certificate delivered pursuant to this Agreement shall certify to all of the Custodial Documents received up to and including the date of such Collateral Certificate.

Collateral Certificate; Exceptions. The Custodian shall make available during normal business hours, and at such other hours as may might be reasonable in the circumstances, to the Company and the Receiver (i) to and representatives of the Transferor (and, if the Transferor so determines, the Company) Company and the P:MN Agent Receiver) an office space at the Office that is sufficient to accommodate up to six (6) people to review the Custodial Documents to be delivered, or delivered, by the Transferor pursuant to Section 6.1(a) with representatives of the Custodian for a period (of not more than ten days(10) specified by the Transferor upon reasonable days prior notice to the Custodian, and delivery of the Collateral Certificate (y) to representatives as defined below). In the case of the Company as Custodian, within ninety (and90) days after the Document Effective Date or, if in the Company so determinescase of any other Custodian, within ninety (90) days after the delivery of the Transferor) and the PrviN Agent an office space at the Office that is sufficient to accommodate up to six people to review the Custodial Documents to be delivered, or delivered, by the Company pursuant to Section 6.l(a) with representatives of the Custodian for a period (of not more than ten days) specified by or, if earlier, the Company upon reasonable prior notice to the Custodian. Within forty-five days after notice !'rom the Transferor that it has delivered delivery to the Custodian all of the Custodial Documents that it intends to deliver to notice described in the Custodian pursuant to third sentence of Section 3.1 of the Contribution Agreement6.1(a)), the Custodian shall execute and deliver to the Company, each Purchase Money the Notes Guarantor Designee, and the PMN Collateral Agent a certificate, substantially in the form attached annexed hereto as Exhibit E (E, to the effect that the Custodian has received and reviewed the Custodial Documents, including an Asset a Loan Schedule and Exception List) List ("“Collateral Certificate"). Further, within forty-five days after the Custodian's receipt of the notice from the Company described in the last sentence of Section 6.l(a) hereof (or, if earlier, within forty-five days after the first anniversary of the date hereof), the Custodian shall execute and deliver to the Company and the PrviN Agent a new Collateral Certificate (including a new Asset Schedule and Exception List”). In reviewing the documents provided with respect to an Asseta Loan, the Custodian shall examine the same in accordance Silicon Valley Bridge Bank, National Association Custodial and Paying Agency Agreement US_ACTIVE\123447983130343115\V-36-8 with the Review Procedures and determine, with respect to each such document, whether (A) it meets the Review Criteria and (B) it (i) appears regular on its face (i.e., is not mutilated, damaged, torn, defaced or otherv.·ise otherwise physically altered), (ii) relates to the Asset to which it purports to relatesuch Loan, (iii) has been executed by the named parties thereon, (iv) where applicable, purports to be recorded, recorded and (v) appears to be what it purports to be. Each Notwithstanding the foregoing, with respect to each Loan, the Custodian shall not be required to examine the Underlying Collateral Certificate Documents in accordance with the foregoing but shall only be required to determine (I) whether all Loan Documents reasonably expected to accompany that Loan have been delivered pursuant to this Agreement shall certify to all it, and (II) if any of the Custodial Documents received up to and including the date of such Collateral Certificaterequired endorsements on any Loan Notes are missing.