Common use of Obligations with respect to Assets and Required Loan Documents Prior to the Payoff Date Clause in Contracts

Obligations with respect to Assets and Required Loan Documents Prior to the Payoff Date. (a) Prior to the Payoff Date, the Safekeeping Agent shall perform the following duties with respect to any Underlying Instruments and Required Loan Documents: (i) The Safekeeping Agent shall take and retain the Required Loan Documents delivered by New Mountain pursuant to the definition of “Eligible Loans” in the Loan Agreement in accordance with the terms and conditions of this Agreement and the Loan Agreement, all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Administrative Agent, as agent for the Secured Parties. Within five (5) Business Days of its receipt of any Underlying Instruments, the Safekeeping Agent shall review the Required Loan Documents delivered to it to confirm that (A) if the files delivered per the following sentence indicate that any document must contain an original signature, each such document appears to bear the original signature, or if the file indicates that such document must contain a copy of a signature, that such copies appear to bear a reproduction of such signature and (B) based on a review of the applicable note, the related original Loan balance, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan List and is not a duplicate Loan (such items (A) through (B) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Safekeeping Agent, in connection with each delivery of Underlying Instruments hereunder to the Safekeeping Agent, New Mountain shall provide to the Safekeeping Agent an electronic file (in EXCEL or a comparable format acceptable to the Safekeeping Agent) that contains a list of all Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor and the original Loan balance with respect to each related Loan. If, at the conclusion of such review, the Safekeeping Agent shall determine that (1) the original Loan balances of the Loans with respect to which it has received Underlying Instruments is less than as set forth on the electronic file, the Safekeeping Agent shall immediately notify the Administrative Agent and New Mountain of such discrepancy, and (2) any Review Criteria is not satisfied, the Safekeeping Agent shall within one (1) Business Day notify New Mountain of such determination and provide New Mountain with a list of the non-complying Loans and the applicable Review Criteria that they fail to satisfy. New Mountain shall have ten (10) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period New Mountain has still not cured any non-compliance by a Loan with any Review Criteria, the Safekeeping Agent shall promptly notify New Mountain and the Administrative Agent of such determination by providing a written report to such persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing in the form of Exhibit A by New Mountain and approved by the Administrative Agent within ten (10) Business Days of the Safekeeping Agent’s delivery of such report, the Safekeeping Agent shall return the Underlying Instruments for any Loan which fails to satisfy a Review Criteria to New Mountain. Other than the foregoing, the Safekeeping Agent shall not have any responsibility for reviewing any Underlying Instruments. (ii) In taking and retaining the Underlying Instruments, the Safekeeping Agent shall be deemed to be acting as the agent of the Secured Parties; provided that the Safekeeping Agent makes no representations as to the existence, perfection or priority of any Lien on the Underlying Instruments or the instruments therein; and provided further that the Safekeeping Agent’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Underlying Instruments that are originals or copies shall be kept in fire resistant vaults, rooms or cabinets at the Corporate Trust Office. All Underlying Instruments that are originals or copies shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Underlying Instruments that are originals or copies shall be clearly segregated from any other documents or instruments maintained by the Safekeeping Agent. All Underlying Instruments that are delivered to the Safekeeping Agent in electronic format shall be saved onto disks and/or onto the Safekeeping Agent’s secure computer system, and maintained in a manner so as to permit retrieval and access. (iv) The Safekeeping Agent shall make payments in accordance with Section 2.7 and Section 2.8 of the Loan Agreement (the “Payment Duties”). In addition, on each Reporting Date, the Safekeeping Agent shall provide a written report to the Administrative Agent and New Mountain (in a form acceptable to the Administrative Agent) identifying each Loan for which it holds Underlying Instruments, the non-complying Loans and the applicable Review Criteria that any non-complying Loan fails to satisfy. (v) The Safekeeping Agent shall, promptly upon its actual receipt of a Borrowing Base Certificate from New Mountain, calculate the Borrowing Base and, if the Safekeeping Agent’s calculation does not correspond with the calculation provided by New Mountain on such Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, and New Mountain within one (1) day of receipt by the Safekeeping Agent of such Borrowing Base Certificate. In performing its duties, (A) the Safekeeping Agent shall use a similar degree of care and attention as it employs with respect to similar collateral that it holds for others and (B) all calculations made by the Safekeeping Agent pursuant to this Agreement or the Loan Agreement using Super Senior Indebtedness, Advance Rate, EBITDA and Unrestricted Cash of any Obligor (or, with respect to Advance Rate, Loan) shall be made using such amounts as provided by New Mountain to the Safekeeping Agent.