Common use of Borrower’s Certification Clause in Contracts

Borrower’s Certification. Solely as between the Borrower and the Collateral Custodian, the Borrower hereby certifies to the Collateral Custodian that, notwithstanding anything to the contrary in this Agreement, the review contemplated by Article IX (the “Review”) is a review to be performed by the Collateral Custodian solely for the purpose of acknowledging receipt of Portfolio Asset Files by the Collateral Custodian from the Borrower. Any custodial certification (the “Certification”) related to such Review prepared by the Collateral Custodian and furnished to the Borrower is produced solely in connection with this purpose. The Borrower did not engage the Collateral Custodian to perform the Review, produce the Certification or perform any of the services in this Agreement for the purpose of making findings with respect to the accuracy of the information or data regarding the Portfolio Asset Files provided to the Collateral Custodian by the Borrower for the Review as contemplated by Rule 17g-10 under the Exchange Act. Given the purpose and scope of the Collateral Custodian’s services with respect to the Borrower under this Agreement (including the Review and any Certification) and given the Borrower’s treatment and use of the Review and Certification, the Borrower and the Collateral Custodian agree that the Collateral Custodian’s Review is not commonly understood in the market to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act. The Borrower does not consider the Review and the Certification to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act, and unless the Borrower notifies the Collateral Custodian to the contrary, the Borrower will not treat the Certification as a “third-party due diligence report” for purposes of Rule 15Ga-2 under the Exchange Act. The Borrower hereby acknowledges that the Collateral Custodian is relying on this certification for purposes of determining that its Review does not constitute “due diligence services” under Rule 17g-10 under the Exchange Act.

Borrower’s Certification. Solely as between the Borrower and the Collateral Custodian, the Borrower hereby certifies to the Collateral Custodian that, notwithstanding anything to the contrary in this Agreement, the review contemplated by Article IX (the “Review”) is a review to be performed by the Collateral Custodian solely for the purpose of acknowledging receipt of Portfolio Asset Files by the Collateral Custodian from the Borrower. Any custodial certification (the “Certification”) related to such Review prepared by the Collateral Custodian and furnished to the Borrower is produced solely in connection with this purpose. The Borrower did not engage the Collateral Custodian to perform the Review, produce the Certification or perform any of the services in this Agreement for the purpose of making findings with respect to the accuracy of the information or data regarding the Portfolio Asset Files provided to the Collateral Custodian by the Borrower for the Review as contemplated by Rule 17g-10 under the Exchange Act. Given the purpose and scope of the Collateral Custodian’s services with respect to the Borrower under this Agreement NAI-1528532842v5 TO THE BORROWER UNDER THIS AGREEMENT (including the Review and any CertificationINCLUDING THE REVIEW AND ANY CERTIFICATION) and given the Borrower’s treatment and use of the Review and CertificationAND GIVEN THE BORROWER’S TREATMENT AND USE OF THE REVIEW AND CERTIFICATION, the Borrower and the Collateral Custodian agree that the Collateral Custodian’s Review is not commonly understood in the market to be THE BORROWER AND THE COLLATERAL CUSTODIAN AGREE THAT THE COLLATERAL CUSTODIAN’S REVIEW IS NOT COMMONLY UNDERSTOOD IN THE MARKET TO BE “due diligence servicesDUE DILIGENCE SERVICES” for purposes of Rule 17g-10 under the Exchange ActFOR PURPOSES OF RULE 17G-10 UNDER THE EXCHANGE ACT. The Borrower does not consider the Review and the Certification to be THE BORROWER DOES NOT CONSIDER THE REVIEW AND THE CERTIFICATION TO BE “due diligence servicesDUE DILIGENCE SERVICES” for purposes of Rule 17g-10 under the Exchange ActFOR PURPOSES OF RULE 17G-10 UNDER THE EXCHANGE ACT, and unless the Borrower notifies the Collateral Custodian to the contraryAND UNLESS THE BORROWER NOTIFIES THE COLLATERAL CUSTODIAN TO THE CONTRARY, the Borrower will not treat the Certification as a THE BORROWER WILL NOT TREAT THE CERTIFICATION AS A “thirdTHIRD-party due diligence reportPARTY DUE DILIGENCE REPORT” for purposes of Rule 15Ga-2 under the Exchange ActFOR PURPOSES OF RULE 15GA-2 UNDER THE EXCHANGE ACT. The Borrower hereby acknowledges that the Collateral Custodian is relying on this certification for purposes of determining that its Review does not constitute THE BORROWER HEREBY ACKNOWLEDGES THAT THE COLLATERAL CUSTODIAN IS RELYING ON THIS CERTIFICATION FOR PURPOSES OF DETERMINING THAT ITS REVIEW DOES NOT CONSTITUTE “due diligence servicesDUE DILIGENCE SERVICES” under Rule 17g-10 under the Exchange ActUNDER RULE 17G-10 UNDER THE EXCHANGE ACT.

Borrower’s Certification. Solely as between the Borrower (on behalf of itself and each Subsidiary Guarantor) and the Collateral Custodian, the Borrower (on behalf of itself and each Subsidiary Guarantor) hereby certifies to the Collateral Custodian that, notwithstanding anything to the contrary in this Agreement, the review contemplated by Article IX (the “Review”) is a review to be performed by the Collateral Custodian solely for the purpose of acknowledging receipt of Portfolio Loan Asset Files by the Collateral Custodian from the BorrowerBorrower and each Subsidiary Guarantor. Any custodial certification (the “Certification”) related to such Review prepared by the Collateral Custodian and furnished to the Borrower or a Subsidiary Guarantor is produced solely in connection with this purpose. The Borrower (on behalf of itself and each Subsidiary Guarantor) did not engage the Collateral Custodian to perform the Review, produce the Certification or perform any of the services in this Agreement for the purpose of making findings with respect to the accuracy of the information or data regarding the Portfolio Loan Asset Files provided to the Collateral Custodian by the Borrower and each Subsidiary Guarantor for the Review as contemplated by Rule 17g-10 under the Exchange Act. Given the purpose and scope of the Collateral Custodian’s services with respect to the Borrower under this Agreement (including the Review and any Certification) and given the Borrower’s and each Subsidiary Guarantor’s treatment and use of the Review and Certification, the Borrower Borrower, each Subsidiary Guarantor and the Collateral Custodian agree that the Collateral Custodian’s Review is not commonly understood in the market to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act. The Borrower does and each Subsidiary Guarantor do not consider the Review and the Certification to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act, and unless the Borrower (on behalf of itself or any Subsidiary Guarantor) notifies the Collateral Custodian to the contrary, neither the Borrower nor any Subsidiary Guarantor will not treat the Certification as a “third-party due diligence report” for purposes of Rule 15Ga-2 under the Exchange Act. The Borrower and each Subsidiary Guarantor hereby acknowledges acknowledge that the Collateral Custodian is relying on this certification for purposes of determining that its Review does not constitute “due diligence services” under Rule 17g-10 under the Exchange Act.

Borrower’s Certification. Solely as between the Borrower and the Collateral Custodian, the Borrower hereby certifies to the Collateral Custodian that, notwithstanding anything to the contrary in this Agreement, the review contemplated by Article IX (the “Review”) is a review to be performed by the Collateral Custodian solely for the purpose of acknowledging receipt of Portfolio Asset Files by the Collateral Custodian from the Borrower. Any custodial certification (the “Certification”) related to such Review prepared by the Collateral Custodian and furnished to the Borrower is produced solely in connection with this purpose. The Borrower did not engage the Collateral Custodian to perform the Review, produce the Certification or perform any of the services in this Agreement for the purpose of making findings with respect to the accuracy of the information or data regarding the Portfolio Asset Files provided to the Collateral Custodian by the Borrower for the Review as contemplated by Rule 17g-10 under the Exchange Act. Given the purpose and scope of the Collateral Custodian’s services with respect to the Borrower under this Agreement (including the Review and any Certification) and given the Borrower’s treatment and use of the Review and Certification, the Borrower and the Collateral Custodian agree that the Collateral Custodian’s Review is not commonly understood in the market to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act. The Borrower does not consider the Review and the Certification to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act, and unless the Borrower notifies the Collateral Custodian to the contrary, the Borrower will not treat the Certification as a “third-party due diligence report” for purposes of Rule 15Ga-2 under the Exchange Act. The Borrower hereby acknowledges that the Collateral Custodian is relying on this certification for purposes of 127 determining that its Review does not constitute “due diligence services” under Rule 17g-10 under the Exchange Act.

Borrower’s Certification. Solely as between the Borrower and the Collateral Custodian, the Borrower hereby certifies to the Collateral Custodian that, notwithstanding anything to the contrary in this Agreement, the review contemplated by this Article IX (the “Review”) is a review to be performed by the Collateral Custodian solely for the purpose of acknowledging receipt of Portfolio Loan Asset Files by the Collateral Custodian from the Borrower. Any custodial certification (the “Certification”) related to such Review prepared by the Collateral Custodian and furnished to the Borrower is produced solely in connection with this purpose. The Borrower did not engage the Collateral Custodian to perform the Review, produce the Certification or perform any of the services in this Agreement for the purpose of making findings with respect to the accuracy of the information or data regarding the Portfolio Loan Asset Files provided to the Collateral Custodian by the Borrower for the Review as contemplated by Rule 17g-10 under the United States Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder (the “Exchange Act”). Given the purpose and scope of the Collateral Custodian’s services with respect to the Borrower under this Agreement (including the Review and any Certification) and given the Borrower’s treatment and use of the Review and Certification, the Borrower and the Collateral Custodian agree that the Collateral Custodian’s Review is not commonly understood in the market to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act. The Borrower does not consider the Review and the Certification to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act, and unless the Borrower notifies the Collateral Custodian to the contrary, the Borrower will not treat the Certification as a “third-party due diligence report” for purposes of Rule 15Ga-2 under the Exchange Act. The Borrower hereby acknowledges that the Collateral Custodian is relying on this certification for purposes of determining that its Review does not constitute “due diligence services” under Rule 17g-10 under the Exchange Act.

Borrower’s Certification. Solely as between the Borrower and the Collateral Custodian, the Borrower hereby certifies to the Collateral Custodian that, notwithstanding anything to the contrary in this Agreement, the review contemplated by Article IX (the “Review”) is a review to be performed by the Collateral Custodian solely for the purpose of acknowledging receipt of Portfolio Asset Files by the Collateral Custodian from the Borrower. Any custodial certification (the “Certification”) related to such Review prepared by the Collateral Custodian and furnished to the Borrower is produced solely in connection with this purpose. The Borrower did not engage the Collateral Custodian to perform the Review, produce the Certification or perform any of the services in this Agreement for the purpose of making findings with respect to the accuracy of the information or data regarding the Portfolio Asset Files provided to the Collateral Custodian by the Borrower for the Review as contemplated by Rule 17g-10 under the Exchange Act. Given the purpose and scope of the Collateral Custodian’s services with respect to the Borrower under this Agreement (including the Review and any Certification) and given the Borrower’s treatment and use of the Review and Certification, the Borrower and the Collateral Custodian agree that the Collateral Custodian’s Review is not commonly understood in the market to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act. The Borrower does not consider the Review and the Certification to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act, and unless the Borrower notifies the Collateral Custodian to the contrary, the Borrower will not treat the Certification as a “third-party due diligence report” for purposes of Rule 15Ga-2 under the Exchange Act. The Borrower hereby acknowledges that the Collateral Custodian is relying on this certification for purposes of determining that its Review does not constitute DETERMINING THAT ITS REVIEW DOES NOT CONSTITUTE “due diligence servicesDUE DILIGENCE SERVICES” under Rule 17g-10 under the Exchange ActUNDER RULE 17G-10 UNDER THE EXCHANGE ACT.