PORTFOLIO. Buyer is purchasing and Seller is selling 378 properties under this Agreement. For purposes of this Agreement, the term “Property” (as defined below) refers to each individual Property described on Exhibit A and all obligations of each party under this Agreement are applicable to each Property separately, as if it was the only property hereunder, unless the context requires otherwise. The Properties to be conveyed at Closing are sometimes collectively referred to as the “Portfolio”.

Collection Efforts, Modification of Collateral Portfolio. The Portfolio Asset Servicer shall use commercially reasonable efforts to collect or cause to be collected, all payments called for under the terms and provisions of the Portfolio Assets included in the Collateral Portfolio as and when the same become due, all in accordance with the Servicing Standard. The Portfolio Asset Servicer may not waive, modify or otherwise vary any provision of a Portfolio Asset in any manner contrary to the Servicing Standard. If the Portfolio Asset Servicer does not receive from the related Underlying Servicer, Counterparty Lender or Obligor the payments to be paid to Borrower or the Portfolio Asset Servicer as Collections on the date when such payments are scheduled to be made (to the extent the Portfolio Asset Servicer has received such payment information from the Underlying Servicer), the Portfolio Asset Servicer shall promptly notify Borrower and such Underlying Servicer, Counterparty Lender or Obligor.

Collection Efforts, Modification of Collateral Portfolio. The Portfolio Asset Servicer shall use commercially reasonable efforts to collect or cause to be collected, all payments called for under the terms and provisions of the Portfolio Assets included in the Collateral Portfolio as and when the same become due, all in accordance with the Servicing Standard. The Portfolio Asset Servicer may not waive, modify or otherwise vary any provision of a Portfolio Asset in any manner contrary to the Servicing Standard. If the Portfolio Asset Servicer does not receive from the related Underlying Servicer, Counterparty Lender or Obligor the payments to be paid to Borrower or the Portfolio Asset Servicer as Collections on the date when such payments are scheduled to be made (to the extent the Portfolio Asset Servicer has received such payment information from the Underlying Servicer), the Portfolio Asset Servicer shall promptly notify Borrower and such Underlying Servicer, Counterparty Lender or Obligor.

Portfolio Monetization. Certain work relating in general to monetization of the Patents, including without limitation technology consulting, portfolio mining, identification of evidence of use and assistance with preparation of claim charts, advice regarding industry and technological trends, valuation services, serving as expert witnesses and other matters. The IV Entities may engage [[Digimarc:Organization]] for this and other portfolio monetization Work on a project basis from time-to-time. [[Digimarc:Organization]] shall bill the IV Entities for portfolio monetization Work performed by the Group 1 Personnel on an hourly basis at the hourly rates set forth on [Exhibit B] (subject to modification pursuant to [subsection 5.2]); provided, however, that the IV Entities may request flat-fee or alternative billing arrangements subject to agreement by [[Digimarc:Organization]].

Portfolio Statement. Attached hereto is a true, correct and complete copy of the portfolio statement of Borrower from Wells Fargo Securities, LLC for the statement period beginning ​, ​ and ending on ​, ​ (the “Determination Date”), which provides for the aggregate market value of all Pledged Securities Collateral as of the Determination Date

Portfolio Purchase. It is the intent of Seller and Purchaser that the Property is to be sold by Seller and purchased by Purchaser as an entire portfolio, upon the terms and conditions herein. Any termination of this Agreement pursuant to the terms and conditions hereof shall be a termination with respect to the entire portfolio.

the information contained in the Notice of Acquisition accurately describes, in all material respects, such Portfolio Investment and, unless waived by the Administrative Agent, such Portfolio Investment satisfies the eligibility criteria set forth in [Schedule 3] (the "Eligibility Criteria");

the information contained in the Notice of Acquisition accurately describes, in all material respects, such Portfolio Investment and, unless waived by the Administrative Agent, such Portfolio Investment satisfies the eligibility criteria set forth in [Schedule 3] (the "Eligibility Criteria");

Corporate Collateral Agent Required; Eligibility. The Collateral Agent (including any successor Collateral Agent appointed pursuant to Section 7.5) hereunder # is a national banking association or banking corporation or trust company organized and doing business under the laws of any state or the United States, # is authorized under such laws to exercise corporate trust powers, # has a combined capital and surplus of at least $200,000,000, # is not affiliated, as that term is defined in Rule 405 of the Securities Act, with the Borrower or with any Person involved in the organization or operation of the Borrower, and # is subject to supervision or examination by federal or state authority. If such banking association publishes reports of condition at least annually, pursuant to Applicable Law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 4.4(g) its combined capital and surplus shall be deemed to be as set forth in its most recent report of condition so published. In case at any time the Collateral Agent shall cease to be eligible in accordance with the provisions of this Section 4.4(g), the Collateral Agent shall give prompt notice to the Borrower, the Collateral Manager and the Lenders that it has ceased to be eligible to be the Collateral Agent.

Corporate Collateral Agent Required; Eligibility. The Collateral Agent (including any successor Collateral Agent appointed pursuant to Section 7.5) hereunder shall at all times # be a national banking association or banking corporation or trust company organized and doing business under the laws of any state or the United States, # be authorized under such laws to exercise corporate trust powers, # have a combined capital and surplus of at least $200,000,000, # not be affiliated, as that term is defined in Rule 405 of the Securities Act, with the Borrower or with any Person involved in the organization or operation of the Borrower, and # be subject to supervision or examination by federal or state authority. If such banking association publishes reports of condition at least annually, pursuant to Applicable Law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 5.5(d) its combined capital and surplus shall be deemed to be as set forth in its most recent report of condition so published. In case at any time the Collateral Agent shall cease to be eligible in accordance with the provisions of this Section 5.5(d), the Collateral Agent shall give prompt notice to the Borrower, the Collateral Manager and the Lenders that it has ceased to be eligible to be the Collateral Agent.