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.
