Common use of Collateral Certificate Clause in Contracts

Collateral Certificate. The registration statement as amended has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Bank also has filed with, or proposes to file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act a prospectus supplement specifically relating to the Notes designated in the applicable Terms Agreement (the “Prospectus Supplement”). The related prospectus covering the Notes designated in the applicable Terms Agreement in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is hereinafter referred to as the “Basic Prospectus”, and the Basic Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is hereinafter referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes designated by the applicable Terms Agreement (the “Preliminary Prospectus”) or the Prospectus shall be deemed to refer to and include any exhibits thereto and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed as of the Closing Date (as defined below) under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. At or prior to the time when sales to investors (including, without limitation, contracts of sale) of the Notes designated by the applicable Terms Agreement were first made (the “Time of Sale”), the Bank had prepared the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Act (a “Free Writing Prospectus”)) listed on Annex I to the applicable Terms Agreement (collectively, the “Time of Sale Information”).

Collateral Certificate. The registration statement So long as amended has been declared effective any Secured Note is outstanding or the Company or any of its Subsidiaries holds any Fiber Assets, an officer of the Managing Member or any of its Affiliates that is familiar with the Contributed Fiber Assets and any other Fiber Assets held by the Commission. If any post-effective amendment has been filed Company and its Subsidiaries shall deliver a certificate (a “Collateral Certificate”) by each deadline set forth in Section 9.2(b) (or, with respect thereto, prior to the execution fourth Fiscal Quarter of each year, the deadline set forth in Section 9.2(a); provided that, such Collateral Certificate delivered by the deadline set forth in Section 9.2(a) shall be delivered solely with respect to such fourth Fiscal Quarter and delivery not for the Fiscal Year) (each a “Certification Deadline”) certifying that there has not been a material adverse change, in the aggregate, with respect to the Contributed Fiber Assets underlying the Secured Notes then outstanding and any other Fiber Assets held by the Company and its Subsidiaries with respect to the last day of the quarter preceding the quarter in respect of which the certificate is being delivered, taking into account any changes made in the Contributed Fiber Assets and other Fiber Assets since such quarter end. In the event that a Collateral Certificate is not delivered by any Certification Deadline or the Company or the Managing Member determines that a Collateral Certificate may not be able to be delivered by any Certification Deadline, the Company shall, at its own expense, appoint TAP Advisors LLC or another third party firm with expertise in the valuation of assets similar to the Contributed Fiber Assets and other Fiber Assets held by the Company and its Subsidiaries reasonably acceptable to the Initial Class A Limited Members (the “Valuation Firm”), who shall conduct an independent valuation of the Contributed Fiber Assets underlying the outstanding Secured Notes and other Fiber Assets held by the Company and its Subsidiaries. The results of such valuation (the “Valuation Report”), which shall include the valuation of the Contributed Fiber Assets underlying each outstanding Secured Note and the valuation of the other Fiber Assets held by the Company and each of its Subsidiaries, shall be furnished to the Administrative Agent (or to each Member, if no Administrative Agent is appointed at the time) within three (3) months of the applicable Terms AgreementCertification Deadline unless such Valuation Firm determines that, using reasonable best efforts, such Valuation Report cannot be completed by such time, in which case the most recent deadline to produce such amendment has been declared effective by Valuation Report shall be extended for no more than one (1) additional month, and the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information Administrative Agent (if any) deemed shall cause such Valuation Report to be part of the registration statement at the time of effectiveness pursuant furnished to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statementeach Member promptly thereafter.” The Bank also has filed with, or proposes to file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act a prospectus supplement specifically relating to the Notes designated in the applicable Terms Agreement (the “Prospectus Supplement”). The related prospectus covering the Notes designated in the applicable Terms Agreement in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is hereinafter referred to as the “Basic Prospectus”, and the Basic Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is hereinafter referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes designated by the applicable Terms Agreement (the “Preliminary Prospectus”) or the Prospectus shall be deemed to refer to and include any exhibits thereto and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed as of the Closing Date (as defined below) under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. At or prior to the time when sales to investors (including, without limitation, contracts of sale) of the Notes designated by the applicable Terms Agreement were first made (the “Time of Sale”), the Bank had prepared the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Act (a “Free Writing Prospectus”)) listed on Annex I to the applicable Terms Agreement (collectively, the “Time of Sale Information”).