Common use of Pledge of Loans to the Collateral Agent Clause in Contracts

Pledge of Loans to the Collateral Agent. Pursuant to the terms and conditions of the Reimbursement, Security and Guaranty Agreement, the Company has pledged all of its rights, title and interest in and to the Loans, the Acquired Property and the Custodial Documents to the Collateral Agent for the benefit of the Purchase Money Notes Guarantor and the other Secured Parties (as defined in the Reimbursement, Security and Guaranty Agreement) as security for certain obligations of the Company under the Purchase Money Notes Guaranty. Accordingly, notwithstanding anything to the contrary contained in this Agreement, the Custodian acknowledges and agrees that it holds possession of the Notes and the other Custodial Documents for the Collateral Agent’s benefit pursuant to Section 9-313(c) of the Uniform Commercial Code, and the Custodian shall xxxx its records to reflect the pledge of the Loans, the Acquired Property and the Custodial Documents by the Company to the Collateral Agent. The Custodian’s records shall reflect the pledge of the Loans, the Acquired Property and the Custodial Documents by the Company to the Collateral Agent until such time as the Custodian receives written instructions in the form of Exhibit H from the Company, including a certification that it is entitled pursuant to the Reimbursement, Security and Guaranty Agreement to request the release of the Custodial Documents being requested for release and that the Loans and the Acquired Property are no longer pledged by the Company to the Collateral Agent, at which time the Custodian shall change its records to reflect the release of the pledge of the Loans, the Acquired Property and the Custodial Documents and that the Custodian is holding the Loans, the Acquired Property and the Custodial Documents as custodian for, and for the benefit of, the Company; provided, however, that, subject to the provisions of Section 7.2(d), such pledge shall not affect the right of the Custodian to rely on instructions from the Company hereunder. The Custodian shall ensure that all Underlying Collateral Documents that are removed from the Custodian’s possession are returned to the Custodian’s possession within the time provided by the applicable Uniform Commercial Code to maintain the Collateral Agent’s perfection.

Pledge of Loans to the Collateral Agent. Pursuant to the terms and conditions of the Reimbursement, Security and Guaranty Agreement, the Company has pledged all of its rights, title and interest in and to the Loans, the Acquired Property and the Custodial Documents to the Collateral Agent for the benefit of the Purchase Money Notes Guarantor and the other Secured Parties (as defined in the Reimbursement, Security and Guaranty Agreement) as security for certain obligations of the Company under the Purchase Money Notes Guaranty. Accordingly, notwithstanding anything to the contrary contained in this Agreement, the Custodian acknowledges and agrees that it holds possession of the Notes and the other Custodial Documents for the Collateral Agent’s benefit pursuant to Section 9-313(c) of the Uniform Commercial Code, and the Custodian shall xxxx its records to reflect the pledge of the Loans, the Acquired Property and the Custodial Documents by the Company to the Collateral Agent. The Custodian’s records shall reflect the pledge of the Loans, the Acquired Property and the Custodial Documents by the Company to the Collateral Agent until such time as the Custodian receives written instructions in the form of Exhibit H from the Company, including a certification that it is entitled pursuant to the Reimbursement, Security and Guaranty Agreement to request the release of the Custodial Documents being requested for release and that the Loans and the Acquired Property are no longer pledged by the Company to the Collateral Agent, at which time the Custodian shall change its records to reflect the release of the pledge of the Loans, the Acquired Property and the Custodial Documents and that the Custodian is holding the Loans, the Acquired Property and the Custodial Documents as custodian for, and for the benefit of, the Company; provided, however, that, subject to the provisions of Section 7.2(d), such pledge shall not affect the right of the Custodian to rely on instructions from the Company hereunder. The Custodian shall ensure that all Underlying Collateral Documents that are removed from the Custodian’s possession are returned to the Custodian’s possession within the time provided by the applicable Uniform Commercial Code to maintain the Collateral Agent’s perfection.

Pledge of Loans to the Collateral Agent. Pursuant to the terms and conditions of the Reimbursement, Security and Guaranty Agreement, the Company has pledged all of its rights, title and interest in and to the Loans, the Acquired Property and the Custodial Documents Collateral to the Collateral Agent for the benefit of the Purchase Money Notes Guarantor and the other Secured Parties (as defined in the Reimbursement, Security and Guaranty Agreement) as security for certain obligations of the Company under the Purchase Money Notes GuarantySecured Obligations. Accordingly, notwithstanding anything to the contrary contained in this Agreement, the Custodian acknowledges and agrees that it holds possession of the Loan Notes and the other Custodial Documents for the Collateral Agent’s benefit pursuant to Section 9-313(c) of the NY UCC (or the analogous provision under the Uniform Commercial Code, Code as adopted in any other relevant jurisdiction) as in effect on the date hereof and the Custodian shall xxxx its records to reflect the pledge of the Loans, the Acquired Property and the Custodial Documents by the Company to as bailee for the Collateral Agent. The Custodian’s records shall reflect the pledge of the Loans, the Acquired Property and the Custodial Documents by the Company to the Collateral Agent until such time as the Custodian receives written instructions in the form of Exhibit H from the Company, including a certification that it is entitled pursuant to the Reimbursement, Security and Guaranty Agreement to request the release of the Custodial Documents being requested for release and that the Loans and the Acquired Property are no longer pledged by the Company to the Collateral Agent, at which time the Custodian shall change its records to reflect the release of the pledge of the Loans, the Acquired Property and the Custodial Documents and that the Custodian is holding the Loans, the Acquired Property and the Custodial Documents as custodian for, and for the benefit of, the Company; provided, however, that, subject to the provisions of Section 7.2(d), such pledge shall not affect the right of the Custodian to rely on instructions from the Company hereunder. The Custodian’s records shall reflect the pledge of the Loans, the Acquired Property and the Custodial Documents by the Grantors to the Collateral Agent until such time as the Custodian receives a Request for Release and Receipt of Custodial Documents from the Company pursuant to Section 7.2(f)(ii) or Section 7.2(f)(iv) at which time the Custodian shall ensure change its records to reflect the release of the pledge of such Loans, such Acquired Property and such Custodial Documents and that the Custodian is holding such Loans, such Acquired Property and such Custodial Documents as custodian for, and for the benefit of, the Company or its respective designees. In the circumstances described in Section 7.2(f)(iii), the Custodian shall (i) make a written request for the return of all Underlying Collateral Custodial Documents that are removed from the Custodian’s possession within fifteen (15) days after their removal (if the same are not returned before such time) and thereafter, continue to use commercially reasonable efforts to obtain the return of such removed Custodial Documents until such time as the Custodial Documents are returned and (ii) provide on a monthly basis to the Custodian’s possession within Collateral Agent and the time provided by Company an aging report identifying the applicable Uniform Commercial Code to maintain the Collateral Agent’s perfectionreleased (and unreturned) Custodial Documents.