Review of Mortgage Loan File. With respect to any Mortgage Loan for which [[Custodian:Organization]] has received the related Mortgage Loan File no later than 11:00 a.m. (New York time) (with respect to electronic deliveries) and 5:00 p.m. (New York time) (with respect to physical deliveries) two (2) Business Days prior to the related Purchase Date, [[Custodian:Organization]] shall review the Mortgage Loan File in accordance with the applicable Review Procedures and shall include such Mortgage Loan on the [[Custodian:Organization]] Loan Transmission and Exception Report that is delivered in accordance with Section 4(b) hereof.

Authorization to File Financing Statements. Each Co-Borrower hereby authorizes Bank to file financing statements, without notice to Co-Borrowers, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either a Co-Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code.

Failure to File Registration Statement. If the Borrower shall fail to file a registration statement as required under [Section 4(q)] of the Purchase Agreement.

Key File Types and Duration. Key files are denominated by type, depending upon their purpose and duration.

No arbitration demand may be made by CLIENT against OHL for loss or damage to the Products unless timely written notice of claim has been given as provided in Section 18, and unless such arbitration demand is made within nine (9) months after the date of discovery of such damage by CLIENT or within nine (9) months after CLIENT is given written notice by OHL that loss or damage to the Products has occurred, whichever time is shorter.

Collateral. The Servicer shall # deliver or cause to be delivered to the Borrower no later than two (2) Business Day preceding the related Funding Date, as the case may be, the current Schedule of Receivables and # with respect to any Receivable, retain the original Receivable File (provided that Electronic Contracts shall be maintained in the Electronic Vault). Notwithstanding any other provision of this Agreement, the Servicer may release any underlying collateral from the security interest created by the related Receivable when the Servicer deposits into the Collection Account an amount equal to the related Release Price or the entire amount of Liquidation Proceeds and other Collections it has received or expects to receive with respect to such Receivable and such underlying collateral.

Custody. The Borrower, upon the execution and delivery of this Agreement, hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent (solely in its capacity as Servicer under the Basic Documents) of the Borrower for the benefit of the Secured Parties, solely in the Servicer’s capacity as custodian of the Receivable File.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Borrower or Guarantor, Administrative Agent (irrespective of whether the principal of any Obligations or amounts owing in respect of Letter of Credit Accommodations

Right to File, Prosecute and Maintain. Subject to Licensee’s rights set forth in [Section 5.4.3] below, Axsome, in consultation with Licensee, shall be responsible for filing, prosecuting and maintaining the Licensed Patent Rights throughout the Territory. The direct reasonable out-of-pocket costs incurred in such activities, including the reasonable fees of attorneys or patent agents, and filing and maintenance fees shall be borne solely by Licensee, and Licensee shall reimburse Axsome for all reasonable costs and expenses incurred by or on behalf of Axsome or its Affiliates in connection with the filing, prosecution and maintenance of the Licensed Patent Rights, provided, however, if Licensee notifies Axsome in writing that it does not wish Axsome to file, prosecute or maintain a Licensed Patent Right pursuant to this Section 5.4.1, any such costs and expenses that Axsome incurs following such notification shall not be borne by Licensee. Notwithstanding any such written notice provided by Licensee, Axsome may, in its sole discretion, continue to prosecute and maintain in effect such Licensed Patent Right at its own expense and, in such case, such Licensed Patent Right will continue as a Licensed Patent Right for purposes of Section 1.69, provided, however, that Axsome shall have the sole right and without Licensee’s consent to discontinue such prosecution or maintenance at any time.

"Outstanding Amount" means at any time in respect of any Receivable or Purchased Receivable, the total amount due and owing by the relevant Permitted Obligor at that time in respect of the relevant Receivable or Purchased Receivable. For the avoidance of doubt, the Outstanding Amount for any Purchased Receivable shall not be reduced by virtue of any set off or counterclaim which reduces the amount recoverable in respect of that Purchased Receivable.