Common use of Custodial Duties Clause in Contracts

Custodial Duties. The Collateral Custodian shall take and retain custody of the Contract Files delivered by the Seller pursuant to Section 3.3 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers and subject to the Lien thereon in favor of the Deal Agent as agent for the Purchasers. Within five Business Days of its receipt of any Contract File, the Collateral Custodian shall review the related Contract to verify that such Contract has been executed and has no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract is referenced on the related list of Contracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is not executed or in proper form on its face, or that it is not referenced on such list of Contracts, the Collateral Custodian shall promptly notify the Seller and the Deal Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of Contracts. In addition, unless instructed otherwise in writing by the Seller or the Deal Agent within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract not referenced on such list of Contracts to the Seller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract File. In taking and retaining custody of the Contract Files, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent as agent for the Purchasers, provided, however, that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Contract Files or the instruments therein, and provided, further, that the Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Contract Files shall be kept in fireproof vaults or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified to the Deal Agent by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Contract Files shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Contract Files are the sole property of the Seller and that the Seller has granted an interest therein to the Deal Agent on behalf of the Purchasers. In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar Contracts which it holds as Collateral Custodian.

Custodial Duties. The Collateral Custodian Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Contract Collateral Debt Obligation Files delivered by by, the Seller Borrower or on its behalf pursuant to Section 3.3 hereof 5.4 in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers Secured Parties and subject to the Lien thereon in favor of the Deal Secured Parties. Within one Business Day of receipt of any such Collateral Debt Obligation File, the Trustee shall deliver to the Administrative Agent as agent for the Purchasersa custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Contract FileCollateral Debt Obligation File and the related Collateral Debt Obligation Checklist, the Collateral Custodian Trustee shall review the related Contract Collateral Debt Obligation Documents to verify that such Contract each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the related contract number Obligor name and Lessee nameother identifying information listed on the Schedule of Collateral Debt Obligations) that such Contract Collateral Debt Obligation is referenced on the related list Schedule of ContractsCollateral Debt Obligations and shall, each calendar month on the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation File. In order to facilitate the foregoing review by the Collateral CustodianTrustee, in connection with each delivery of Contract Collateral Debt Obligation Files hereunder to the Collateral CustodianTrustee, the Servicer shall provide to the Collateral Custodian Trustee an electronic file (in EXCEL or a comparable format) mutually acceptable electronic format that contains the related list Schedule of Contracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related ContractCollateral Debt Obligations. If, at the conclusion of such review, the Collateral Custodian Trustee shall determine that any such Contract Collateral Debt Obligation Document is not executed (where applicable), is missing pages or in proper form has mutilated pages, that any Underlying Note is not an original as required, that any Collateral Debt Obligation Document listed on its face, the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that it any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not referenced listed on such list of Contractsthe related Collateral Debt Obligation Checklist, the Collateral Custodian Trustee shall promptly notify the Seller Borrower and the Deal Administrative Agent of such determination by providing a written an exception report to such Persons setting forth, with particularity, such of the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of Contractsforegoing defects as may exist. In addition, unless instructed otherwise in writing by the Seller or Borrower and the Deal Administrative Agent within 10 ten days of the Collateral Custodian's Trustee’s delivery of such report, the Collateral Custodian Trustee shall return any Contract Collateral Debt Obligation File not referenced on such list Schedule of Contracts Collateral Debt Obligations to the SellerBorrower. Other than the foregoing, the Collateral Custodian Trustee shall not have any responsibility for reviewing any Contract Collateral Debt Obligation File. In taking and retaining custody of the Contract Collateral Debt Obligation Files, the Collateral Custodian Trustee shall be deemed to be acting as the agent of the Deal Administrative Agent as agent for and the Purchasers, provided, however, other Secured Parties; provided that the Collateral Custodian Trustee makes no representations as to the existence, perfection or priority of any Lien on the Contract Collateral Debt Obligation Files or the instruments therein, and provided, further, ; provided further that the Collateral Custodian's Trustee’s duties as agent Administrative Agent shall be limited to those expressly contemplated herein. All Contract Collateral Debt Obligation Files shall be kept in fireproof fire-resistant vaults or cabinets at the locations specified on Schedule IV VI attached hereto, or at such other office as shall be specified to the Deal Administrative Agent and the Borrower by the Collateral Custodian Trustee in a written notice delivered at least 45 days prior to such change. All Contract Collateral Debt Obligation Files shall be placed together in a separate file cabinet segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Collateral Debt Obligation Files shall be clearly segregated from any other documents or instruments maintained by the Collateral CustodianTrustee. The Collateral Custodian Trustee shall clearly indicate that such Contract Collateral Debt Obligation Files are the sole property of the Seller and that the Seller has granted an interest therein Borrower, subject to the Deal Agent security interest of the Trustee on behalf of the PurchasersSecured Parties. In performing its duties, the Collateral Custodian Trustee shall use the same degree of care and attention as it employs with respect to similar Contracts which files that it holds as custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Collateral CustodianDebt Obligation Files.

Custodial Duties. The Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for the Borrower, and take and retain custody of the Contract Loan Asset Files and all other Collateral delivered by the Seller Borrower or on its behalf pursuant to Section 3.3 hereof 5.4 in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers Secured Parties and subject to the Lien thereon in favor of the Deal Secured Parties. Within one Business Day of receipt of any such Loan Asset File, the Custodian shall deliver to the Administrative Agent as agent for the Purchasersa custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Contract FileLoan Asset File and the related Loan Asset Checklist, the Collateral Custodian shall review the related Contract Loan Asset Documents to verify that such Contract each Loan Asset Document listed on the Loan Asset Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Loan Asset (other than a Noteless Loan Asset) is an original note, and to confirm (in reliance on the related contract number Obligor name and Lessee nameother identifying information listed on the Schedule of Loan Assets) that such Contract Loan Asset is referenced on the related list Schedule of ContractsLoan Assets and shall, each calendar month on the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Asset Documents in a Loan Asset File. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Loan Asset Files hereunder to the Collateral Custodian, the Servicer Manager shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) mutually acceptable electronic format that contains the related list Schedule of Contracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related ContractLoan Assets. If, at the conclusion of such review, the Collateral Custodian shall determine that any such Contract Loan Asset Document is not executed (where applicable), is missing pages or in proper form has mutilated pages, that any Underlying Note is not an original as required, that any Loan Asset Document listed on its face, the Loan Asset Checklist is missing from the Loan Asset File or that it any such Loan Asset Document received in the Loan Asset File is not referenced listed on such list of Contractsthe related Loan Asset Checklist, the Collateral Custodian shall promptly notify the Seller Borrower and the Deal Administrative Agent of such determination by providing a written an exception report to such Persons setting forth, with particularity, such of the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of Contractsforegoing defects as may exist. In addition, unless instructed otherwise in writing by the Seller or Borrower and the Deal Administrative Agent within 10 ten days of the Collateral Custodian's ’s delivery of such report, the Collateral Custodian shall return any Contract Loan Asset File not referenced on such list Schedule of Contracts Loan Assets to the SellerBorrower. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract Loan Asset File. In taking and retaining custody of the Contract Loan Asset Files, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Administrative Agent as agent for and the Purchasers, provided, however, other Secured Parties; provided that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Contract Loan Asset Files or the instruments therein, and provided, further, ; provided further that the Collateral Custodian's ’s duties as agent for the Administrative Agent and the other Secured Parties shall be limited to those expressly contemplated herein. All Contract Loan Asset Files shall be kept in fireproof fire-resistant vaults or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified to the Deal Administrative Agent and the Borrower by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Contract Loan Asset Files shall be placed together in a separate file cabinet segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Loan Asset Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Contract Loan Asset Files are the sole property of the Seller and that the Seller has granted an interest therein Borrower, subject to the Deal security interest of the Administrative Agent on behalf of the PurchasersSecured Parties. In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar Contracts which files that it holds as custodian for others. Except as otherwise provided herein, the Custodian shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Asset Files. Without limiting the foregoing, the Custodian shall act as custodian for the Secured Parties, and take and retain custody of any securities or instruments evidencing the CLO Equity and any Supplemental Interests delivered by the Borrower or on its behalf pursuant to Section 5.4 in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Secured Parties; provided that the Custodian’s obligations with respect thereto shall be limited to holding such Collateral Custodianas custodian in accordance with the term of this Agreement in order for the Administrative Agent to perfect its Lien thereon. Notwithstanding anything to the contrary contained herein, the Loan Asset Files shall at all times be subject to inspection by (i) the SEC through its authorized employees or agents, accompanied, unless otherwise directed by order of the SEC, by one or more officers of the Performance Guarantor and (ii) the Performance Guarantor’s independent registered public accounting firm.

Custodial Duties. The Collateral Custodian shall take and retain ---------------- custody of the Contract Files Required Loan Documents delivered by the Seller pursuant to Section 3.3 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers and subject to the Lien thereon in favor of the Deal Agent as agent for the PurchasersSecured Parties. Within five Business Days of its receipt of any Contract FileRequired Loan Document, the Collateral Custodian shall review the related Contract Required Loan Documents to verify that such Contract has Required Loan Documents have been executed and has have no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract Loan is referenced on the related list of ContractsLoans delivered in connection with the related Purchase Certificate. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files Required Loan Documents hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts Required Loan Documents or which otherwise contains the Contract Loan number and the name of the Lessee Obligor with respect to each related ContractLoan. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is Required Loan Documents are not executed or in proper form on its face, or that it the respective Loan is not referenced on such list of ContractsRequired Loan Documents, the Collateral Custodian shall promptly notify the Seller and the Deal Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such ContractRequired Loan Documents, that such Contract has Required Loan Documents have missing or mutilated pages, or the fact that such Contract Loan was not referenced on the related list of Contractslist. In addition, unless instructed otherwise in writing by the Seller or the Deal Agent within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract Required Loan Documents not referenced on such list of Contracts Loans to the Seller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract FileRequired Loan Documents. In taking and retaining custody of the Contract FilesRequired Loan Documents, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent as agent for the PurchasersPurchasers and Secured Parties, provided, however, that the -------- ------- Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Contract Files Required Loan Documents or the instruments therein, and provided, further, that the Collateral Custodian's duties as agent shall be -------- ------- limited to those expressly contemplated herein. All Contract Files Required Loan Documents shall be kept in fireproof vaults or cabinets at the locations specified on Schedule IV V attached hereto, or at such other office as shall be specified to the Deal Agent by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Contract Files Required Loan Documents shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Files Required Loan Documents shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Contract Files Required Loan Documents are the sole property of the Seller Purchasers and that the Seller has granted an interest therein to the Deal Agent on behalf of the PurchasersSecured Parties. In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar Contracts contracts which it holds as Collateral Custodian.

Custodial Duties. The Collateral Custodian shall take and retain custody of the Custodian's Contract Files delivered by the Seller pursuant to Section 3.3 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers Secured Parties and subject to the Lien thereon in favor of the Deal Agent as agent for the PurchasersSecured Parties. Within five Business Days of its receipt of any Custodian's Contract File, the Collateral Custodian shall review the related Contract to verify that such Contract has been executed and has no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract is referenced on the related list of Contracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Custodian's Contract Files hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is not executed or in proper form on its face, or that it is not referenced on such list of Contracts, the Collateral Custodian shall promptly within two (2) Business Days notify the Seller and the Deal Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of Contracts. In addition, unless instructed otherwise in writing by the Seller or the Deal Agent within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract File not referenced on such list of Contracts to the Seller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Custodian's Contract File. In taking and retaining custody of the Custodian's Contract Files, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent as agent for the PurchasersSecured Parties, provided, however, that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Custodian's Contract Files or the instruments therein, and provided, further, that the Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Custodian's Contract Files shall be kept in fireproof vaults or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified to the Deal Agent by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Custodian's Contract Files shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Custodian's Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Custodian's Contract Files are the sole property of the Seller and that the Seller has granted an interest therein to the Deal Agent on behalf of the PurchasersSecured Parties. In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar Contracts which it holds as Collateral Custodian.

Custodial Duties. The Collateral Custodian shall take and retain custody of the Contract Files delivered by the Seller pursuant to Section 3.3 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers Secured Parties and subject to the Lien thereon in favor of the Deal Agent as agent for the PurchasersSecured Parties. Within five Business Days of its receipt of any Contract File, the Collateral Custodian shall review the related Contract to verify that such Contract has been executed and has no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract is referenced on the related list of Contracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is not executed or in proper form on its face, or that it is not referenced on such list of Contracts, the Collateral Custodian shall promptly notify the Seller and the Deal Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of Contracts. In addition, unless instructed otherwise in writing by the Seller or the Deal Agent within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract not referenced on such list of Contracts to the Seller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract File. In taking and retaining custody of the Contract Files, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent as agent for the PurchasersSecured Parties, provided, however, that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Contract Files or the instruments therein, and provided, further, that the Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Contract Files shall be kept in fireproof vaults or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified to the Deal Agent by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Contract Files shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Contract Files are the sole property of the Seller and that the Seller has granted an interest therein to the Deal Agent on behalf of the PurchasersSecured Parties. In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar Contracts which it holds as Collateral Custodian.

Custodial Duties. The Collateral Custodian shall take and retain custody of the Contract Files delivered by the Seller pursuant to Section 3.3 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers Administrator and MSFC and subject to the Lien thereon in favor of the Deal Agent as agent for the PurchasersAdministrator. Within five Business Days of its receipt of any Contract File, the Collateral Custodian shall review the related Contract to verify that such Contract has been executed and has no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract is referenced on the related list of Contracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is not executed or in proper form on its face, or that it is not referenced on such list of Contracts, the Collateral Custodian shall promptly notify the Seller and the Deal Agent Administrator of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of Contracts. In addition, unless instructed otherwise in writing by the Seller or the Deal Agent Administrator within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract not referenced on such list of Contracts to the Seller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract File. In taking and retaining custody of the Contract Files, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent as agent for the Purchasers, Administrator; provided, however, that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Contract Files or the instruments therein; provided further, and provided, furtherhowever, that the Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Contract Files shall be kept in fireproof vaults or cabinets at the locations specified on Schedule IV attached heretoIV, or at such other office as shall be specified to the Deal Agent Administrator by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Contract Files shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Contract Files are the sole property of the Seller and that the Seller has granted an interest therein to the Deal Agent on behalf of the PurchasersAdministrator. In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar Contracts which it holds as Collateral Custodian.

Custodial Duties. (a) The Collateral Owner hereby appoints the Custodian shall take and retain custody as custodian of the Contract Files Custodial Assets pursuant to the terms of this Agreement and the Custodian accepts such appointment. The Custodian hereby agrees to accept the Custodial Assets delivered to the Custodian by the Seller Owner pursuant to Section 3.3 hereof the terms hereof, and agrees to hold, release and transfer the same in accordance with the terms and conditions provisions of this Agreement, all for . There shall be a non-interest bearing securities account established by the benefit Custodian on behalf of the Purchasers Owner which will be designated the “G▇▇▇▇ Capital Private Credit Fund - Custodial Account” (referred to herein as the “Custody Account”) and into which the Custodial Assets shall be held and which shall be governed by and subject to the Lien thereon in favor of the Deal Agent as agent for the Purchasers. Within five Business Days of its receipt of any Contract File, the Collateral Custodian shall review the related Contract to verify that such Contract has been executed and has no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract is referenced on the related list of Contracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is not executed or in proper form on its face, or that it is not referenced on such list of Contracts, the Collateral Custodian shall promptly notify the Seller and the Deal Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of Contractsthis Agreement. In addition, unless instructed otherwise in writing on and after the date hereof, the Custodian may establish any number of subaccounts to the Custody Account deemed necessary or appropriate by the Seller or Custodian and the Deal Agent within 10 days of Owner in administering the Collateral Custodian's delivery of Custody Account, including any sub-account necessary for Custodial Assets denominated in a foreign currency (each such reportsubaccount, a “Subaccount” and collectively with the Custody Account, the Collateral “Account”). The Custodial Assets shall only include assets denominated in U.S. Dollars and any other foreign currency agreed to by the Custodian. All Custodial Assets to be delivered in physical form to the Custodian shall return any Contract not referenced on such list of Contracts be delivered to the Selleraddress set forth in Section 8 hereof and all Custodial Assets to be delivered in book-entry form to the Custodian shall be delivered in accordance with delivery instructions separately provided by the Custodian. Other than the foregoing, the Collateral The Custodian shall not have be responsible for any responsibility for reviewing any Contract File. In taking and retaining custody other assets of the Contract FilesOwner held or received by the Owner or others or any assets not delivered to Custodian as set forth herein and accepted by the Custodian as hereinafter provided. The Custodian shall have no obligation to accept or hold any security or other asset pursuant to the terms of this agreement to the extent it reasonably determines that such security or asset does not fall within the definition of “Custodial Asset” or holding such security or asset would violate any law, rule, regulation or internal policy applicable to the Custodian. For the avoidance of doubt, other than delivery of the physical certificate in the possession of the Custodian to the Owner, the Collateral Custodian shall have no obligations in connection with the transfer or re-registration of any physical certificates representing Custodial Assets in connection with any transfer thereof and the Owner shall be responsible for all aspects of transferring and re-registering such Custodial Assets. Custodial Assets or proceeds thereof shall be withdrawn from and credited to the Account only upon Proper Instructions. Custodian shall be deemed entitled to be acting as utilize agents and /or sub-custodians to the agent extent possible in connection with its performance hereunder, including the establishment of the Deal Agent Account, and Custodian shall identify on its books and records the Custodial Assets belonging to Owner, whether held directly or indirectly through agents or sub-custodians. The Custodian will take the following actions with respect to any sub-custodian utilized hereunder: (i) annually assess the financial condition of such sub-custodian by reviewing its publicly available financial information, (ii) on a daily basis monitoring the performance by such sub-custodian of its duties relative to the services hereunder, and (iii) confirming on an annual basis that such sub-custodian is licensed to act as agent a sub-custodian in its relevant market. ‎ The Custodian will be liable to the Owner for the Purchasersgross negligence and willful misconduct of its sub-custodians as if ‎it had committed such acts and omissions itself.‎ (b) For the avoidance of doubt, providedthe Account (including income, howeverif any, earned on the investments of funds in such account) will be owned by the Owner, for federal income tax purposes. The Owner is required to provide to the Custodian (i) an IRS Form W-9 or appropriate IRS Form W-8 no later than the Closing Date, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by applicable law or upon the reasonable request of the Custodian as may be necessary (i) to reduce or eliminate the imposition of U.S. withholding taxes and (ii) to permit Custodian to fulfill its tax reporting obligations under applicable law with respect to the Account or any amounts paid to the Owner. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, the Owner shall timely provide to the Custodian accurately updated and complete versions of such IRS forms or other documentation. Computershare Trust Company, N.A., both in its individual capacity and in its capacity as Custodian, shall have no liability to the Owner or any other person in connection with any tax withholding amounts paid or withheld from the Account pursuant to applicable law arising from the Owner’s failure to timely provide an accurate, correct and complete IRS Form W-9, an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Account absent the Custodian having first received (i) the requisite Proper Instructions, and (ii) the IRS forms and other documentation required by this paragraph. (c) The Custodian shall not invest immediately available funds held hereunder in the absence of Proper Instructions and shall not be liable for not investing or reinvesting funds in accordance with this Agreement in the absence Proper Instructions. In connection with investments of available cash and foreign currency investments pursuant to Proper Instructions, the Custodian may without liability use a broker-dealer of its own selection, including a broker-dealer owned by or affiliated with the Custodian or any of its affiliates. The Custodian is not responsible for the assets of the Owner which have been placed in accounts with brokers, prime brokers, counterparties, futures commission merchants and other intermediaries. The Custodian or any of its affiliates may receive reasonable compensation with respect to any such investment. It is expressly agreed and understood by the parties hereto that the Collateral Custodian makes shall not in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due to premature liquidation or resulting from other actions taken pursuant to this Agreement. In the event the Custodian receives instructions from the Owner to effect a securities transaction as contemplated in 12 CFR 12.1, the Owner acknowledges that upon its written request and at no representations additional cost, it has the right to receive the notification from the Custodian after the completion of such transaction as contemplated in 12 CFR 12.4(a) or (b). The Owner agrees that, absent specific request, such notifications shall not be provided by the Custodian hereunder, and in lieu of such notifications, the Custodian shall make available periodic account statements in the manner required by this Agreement. (d) The Custodian shall act only pursuant to Proper Instructions with regard to (a) the exercise of any rights or remedies with respect to the existenceCustodial Assets, perfection or priority of any Lien on the Contract Files or the instruments thereinincluding, without limitation, waivers and voting rights, and provided(b) taking any other action in connection with the Custodial Assets, furtherincluding, that the Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Contract Files shall be kept in fireproof vaults without limitation, any purchase, sale, conversion, redemption, exchange, retention or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified transaction relating to the Deal Agent by Custodial Assets. In the Collateral Custodian in a written notice delivered at least 45 days prior absence of Proper Instructions provided to such change. All Contract Files shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral , the Custodian shall clearly indicate that such Contract Files are the sole property of the Seller and that the Seller has granted an interest therein have no obligation to take any action with respect to the Deal Agent Custodial Assets. Notwithstanding anything herein to the contrary, under no circumstances shall the Custodian be obligated to bring legal action or institute proceedings against any person on behalf of the Purchasers. In performing its duties, the Collateral Owner. (e) The Custodian shall hold the Custodial Assets in safekeeping and shall release and transfer same ‎only in accordance with Proper Instructions. “Proper Instructions” shall mean written instructions or cabled, telexed, facsimile or electronically transmitted instructions in respect of any of the matters referred to in this Agreement purported to be signed (except in the case of electronically transmitted instructions) by one or more persons duly authorized to sign on behalf of the Owner as set forth in an authorized signers list provided by the Owner to the Custodian ‎on or prior to the date hereof (or any updated or superseding list as provided by the Owner to the Custodian), (each such person (an “Authorized Signer”), and, in the case of electronically transmitted instructions, in accordance with such authentication procedures as may be agreed by the Custodian and the Owner from time to time. Any electronically delivered ‎instructions, including by email or facsimile, received from or on behalf of any Authorized ‎Signer, or any email or facsimile received from another individual on behalf of the Owner in ‎which any Authorized Signers are also identified as copied, shall constitute Proper Instructions.‎ In addition, Proper Instructions may include instructions and directions given by electronic transmission administered by the Society for Worldwide Interbank Financial Telecommunication (“SWIFT Messaging”), as well as certain other electronically transmitted instructions, such as FTP or other online portal. The Owner understands that the Custodian cannot determine the identity of the actual sender of Proper Instructions sent by SWIFT Messaging and such other methods of electronically transmitted instructions, and agrees that the Custodian may conclusively presume that such directions have been sent by an Authorized Signer. The Owner shall assure that only Authorized Signers shall transmit Proper Instructions from the Owner to the Custodian and shall safeguard the use and confidentiality of applicable user and authorization codes, passwords, and/or authentication keys upon receipt by the same degree Owner. The Custodian shall not be liable for any losses, costs, or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions or directions given by SWIFT Messaging or any other electronically transmitted instructions for which the identity of care the actual sender cannot be identified, including but not limited to any overdrafts. The Owner shall assume all risks arising out of the use of SWIFT Messaging and attention as it employs any other electronic transmission methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions and the risk of interception and misuse by third parties, shall fully inform itself of the protections and risks associated with respect transmitting instructions and directions to similar Contracts which it holds as Collateral Custodianthe Custodian by SWIFT Messaging and other electronic transmission methods. The Owner acknowledges that there may be more secure methods of transmitting instructions and directions than SWIFT Messaging and other electronic messaging.

Custodial Duties. The Collateral Custodian shall take and retain custody of the Contract Files delivered by the Seller Borrower pursuant to Section 3.3 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers Secured Parties and subject to the Lien thereon in favor of the Deal Agent as agent for the PurchasersSecured Parties. Within five Business Days of its receipt of any Contract File, the Collateral Custodian shall review the related Contract to verify that such Contract has been executed and has no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract is referenced on the related list of Contracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is not executed or in proper form on its face, or that it is not referenced on such list of Contracts, the Collateral Custodian shall promptly notify the Seller Borrower and the Deal Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of Contracts. In addition, unless instructed otherwise in writing by the Seller Borrower or the Deal Agent within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract not referenced on such list of Contracts to the SellerBorrower. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract File. In taking and retaining custody of the Contract Files, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent as agent for the Purchasers, provided, however, that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Contract Files or the instruments therein, and provided, further, that the Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Contract Files shall be kept in fireproof vaults or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified to the Deal Agent by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Contract Files shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Contract Files are the sole property of the Seller and that the Seller has granted an interest therein to the Deal Agent on behalf of the Purchasers. In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar Contracts which it holds as Collateral Custodian.

Custodial Duties. (a) The Collateral Owner hereby appoints the Custodian shall take and retain custody as custodian of the Contract Files delivered by the Seller Custodial Assets pursuant to Section 3.3 hereof the terms of this Agreement and the Custodian accepts such appointment. The Custodian hereby agrees to accept the Custodial Assets delivered to the Custodian by or at the direction of the Owner pursuant to the terms hereof, and agrees to hold, release and transfer the same in accordance with the terms and conditions provisions of this Agreement, all for . There shall be a non-interest bearing securities account established by the benefit Custodian on behalf of the Purchasers Owner which will be designated the “▇▇▇▇ Capital Private Credit – Custodial Account (referred to herein as the “Custody Account”) and into which the Custodial Assets shall be held and which shall be governed by and subject to the Lien thereon in favor of the Deal Agent as agent for the Purchasers. Within five Business Days of its receipt of any Contract File, the Collateral Custodian shall review the related Contract to verify that such Contract has been executed and has no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract is referenced on the related list of Contracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is not executed or in proper form on its face, or that it is not referenced on such list of Contracts, the Collateral Custodian shall promptly notify the Seller and the Deal Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of Contractsthis Agreement. In addition, unless instructed on and after the date hereof, the Custodian may establish any number of subaccounts to the Custody Account deemed necessary or appropriate by the Custodian and the Owner or the Investment Advisor in administering the Custody Account (each such subaccount, a “Subaccount” and collectively with the Custody Account, the “Account”). All Custodial Assets to be delivered in physical form to the Custodian shall be delivered to the address set forth in Section 8 hereof and all Custodial Assets to be delivered in book-entry form to the Custodian shall be delivered in accordance with delivery instructions separately provided by the Custodian. The Custodian shall not be responsible for any other assets of the Owner held or received by the Owner or others or any assets not delivered to Custodian as set forth herein and accepted by the Custodian as hereinafter provided. The Custodian shall have no obligation to accept or hold any security or other asset pursuant to the terms of this agreement to the extent it reasonably determines that such security or asset does not fall within the definition of “Custodial Asset” or holding such security or asset would violate any law, rule, regulation or internal policy applicable to the Custodian. For the avoidance of doubt, other than delivery of the physical certificate in the possession of the Custodian to the Owner, the Custodian shall have no obligations in connection with the transfer or re-registration of any physical certificates representing Custodial Assets in connection with any transfer thereof and the Owner shall be responsible for all aspects of transferring or re-registering such Custodial Assets. Custodial Assets or proceeds thereof shall be withdrawn from and credited to the Account only upon Proper Instructions. Custodian shall be entitled to utilize agents and /or sub-custodians, including a foreign sub-custodian utilized by the Custodian to hold foreign currencies or foreign currency denominated Custodial Assets hereunder (a “Foreign Sub-Custodian”), to the extent possible in connection with its performance hereunder, including the establishment of the Account, and Custodian shall identify on its books and records the Custodial Assets belonging to Owner, whether held directly or indirectly through agents, sub-custodians or Foreign Sub-Custodian; provided that any such agent, sub-custodian or Foreign Sub-Custodian shall be subject to the terms of this Agreement (including, without limitation Section 13) and Custodian shall be liable for any breaches by such agents, sub-custodians or Foreign Sub-Custodian; provided further that the Custodian shall only be liable for such agents, sub-custodians or Foreign Sub-Custodian to the same extent it would be liable if it performed such services directly. The Custodian hereby notifies the Owner that, as of the date hereof, the Custodian shall utilize ▇▇▇▇▇ Fargo Bank, N.A. as its clearing institution with respect to U.S. Dollar denominated Custodial Assets and U.S. Dollars credited to the Accounts and intends to utilize The Bank of New York Mellon as its Foreign Sub-Custodian with respect to any foreign currencies or Custodial Assets denominated in foreign currencies credited to the Accounts hereunder. The Custodian agrees that it shall notify the Owner in writing in advance of using a Foreign Sub-Custodian other than The Bank of New York Mellon or another clearing institution, agent or sub-custodian to hold assets hereunder. (b) For the avoidance of doubt, the Account (including income, if any, earned on the investments of funds in such account) will be owned by the Owner, for federal income tax purposes. The Owner is required to provide to the Custodian (i) an IRS Form W-9 or appropriate IRS Form W-8 no later than the date hereof, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by applicable law or upon the reasonable request of the Custodian as may be necessary (i) to reduce or eliminate the imposition of U.S. withholding taxes and (ii) to permit Custodian to fulfill its tax reporting obligations under applicable law with respect to the Account or any amounts paid to the Owner. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, the Owner shall timely provide to the Custodian accurately updated and complete versions of such IRS forms or other documentation. Computershare Trust Company, N.A., both in its individual capacity and in its capacity as Custodian, shall have no liability to the Owner, the Investment Advisor or any other person in connection with any tax withholding amounts paid or withheld from the Account pursuant to applicable law arising from the Owner’s failure to timely provide an accurate, correct and complete IRS Form W-9, an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Account absent the Custodian having first received (i) the requisite Proper Instructions, and (ii) the IRS forms and other documentation required by this paragraph. (c) The Custodian shall not invest immediately available funds held hereunder in the absence of Proper Instructions and shall not be liable for not investing or reinvesting funds in accordance with this Agreement in the absence Proper Instructions. In connection with investments of available cash pursuant to Proper Instructions, the Custodian may without liability use a broker-dealer of its own selection, including a broker-dealer owned by or affiliated with the Custodian or any of its affiliates. The Custodian is not responsible for the assets of the Owner which have been placed in accounts with brokers, prime brokers, counterparties, futures commission merchants and other intermediaries. The Custodian or any of its affiliates may receive reasonable compensation with respect to any such investment. It is expressly agreed and understood by the parties hereto that the Custodian shall not in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due to premature liquidation or resulting from other actions taken pursuant to this Agreement. In the event the Custodian receives instructions from the Owner to effect a securities transaction as contemplated in 12 CFR 12.1, the Owner acknowledges that upon its written request and at no additional cost, it has the right to receive the notification from the Custodian after the completion of such transaction as contemplated in 12 CFR 12.4(a) or (b). The Owner agrees that, absent specific request, such notifications shall not be provided by the Custodian hereunder, and in lieu of such notifications, the Custodian shall make available periodic account statements in the manner required by this Agreement. (d) The Custodian shall act only pursuant to Proper Instructions with regard to (a) the exercise of any rights or remedies with respect to the Custodial Assets, including, without limitation, waivers and voting rights, and (b) taking any other action in connection with the Custodial Assets, including, without limitation, any purchase, sale, conversion, redemption, exchange, retention or other transaction relating to the Custodial Assets. In the absence of Proper Instructions provided to the Custodian, the Custodian shall have no obligation to take any action with respect to the Custodial Assets. Notwithstanding anything herein to the contrary, under no circumstances shall the Custodian be obligated to bring legal action or institute proceedings against any person on behalf of the Owner or the Investment Advisor. (e) The Custodian shall hold the Custodial Assets in safekeeping and shall release and transfer same only in accordance with Proper Instructions. “Proper Instructions” shall mean written instructions or email or other or electronically transmitted instructions in respect of any of the matters referred to in this Agreement purported to be signed by one or more persons duly authorized to sign on behalf of the Owner as set forth in the Authorized Signers List of the Owner on Exhibit A hereto (each such person (an “Authorized Owner Signer”)), which shall include persons duly authorized to sign on behalf of the Investment Advisor as set forth in the Authorized Signers List on Exhibit B hereto (each such person (an “Authorized Investment Advisor Signer” and together with the Authorized Owner Signers, the “Authorized Signers”). Any electronically delivered instructions, including by email, received from or on behalf of any Authorized Signer, or any email received from another individual on behalf of the Owner or the Investment Advisor in which any Authorized Signers are also identified as copied, or otherwise transmitted in accordance with the authentication procedures agreed upon in writing by the Seller Custodian and the Owner (or the Deal Agent within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract not referenced on such list of Contracts to the Seller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract File. In taking and retaining custody of the Contract Files, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent as agent for the Purchasers, provided, however, that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Contract Files or the instruments therein, and provided, further, that the Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Contract Files shall be kept in fireproof vaults or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified to the Deal Agent by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Contract Files shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Contract Files are the sole property of the Seller and that the Seller has granted an interest therein to the Deal Agent Investment Advisor on behalf of the PurchasersOwner), shall constitute Proper Instructions. For the avoidance of doubt, the Custodian shall incur no liability for following the instructions from the Investment Advisor and shall have no responsibility for determining whether any applicable investment management agreement between the Investment Advisor and the Owner is still in force and effect or whether any Proper Instructions received by the Investment Advisor are authorized or permitted by such investment management agreement. In performing its dutiesaddition, Proper Instructions may include instructions and directions given by electronic transmission administered by the Collateral Society for Worldwide Interbank Financial Telecommunication (“SWIFT Messaging”), as well as certain other electronically transmitted instructions, such as FTP or other online portal. The Owner understands that the Custodian cannot determine the identity of the actual sender of Proper Instructions sent by SWIFT Messaging and such other methods of electronically transmitted instructions, and agrees that the Custodian may conclusively presume that such directions have been sent by an Authorized Signer. The Owner and the Investment Advisor shall assure that only Authorized Signers shall transmit Proper Instructions from the Owner to the Custodian and shall safeguard the use and confidentiality of applicable user and authorization codes, passwords, and/or authentication keys upon receipt by the Owner. The Custodian shall not be liable for any losses, costs, or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions or directions given by SWIFT Messaging or any other electronically transmitted instructions for which the identity of the actual sender cannot be identified, including but not limited to any overdrafts. The Owner shall assume all risks arising out of the use of SWIFT Messaging and any other electronic transmission methods to submit instructions and directions to the same degree Custodian, including without limitation the risk of care the Custodian acting on unauthorized instructions and attention as it employs the risk of interception and misuse by third parties, shall fully inform itself of the protections and risks associated with respect transmitting instructions and directions to similar Contracts which it holds as Collateral Custodianthe Custodian by SWIFT Messaging and other electronic transmission methods. The Owner acknowledges that there may be more secure methods of transmitting instructions and directions than SWIFT Messaging and other electronic messaging.

Custodial Duties. The Collateral Custodian shall take and retain custody of the Contract Files Required Loan Documents delivered by the Seller pursuant to Section 3.3 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers and subject to the Lien thereon in favor of the Deal Agent as agent for the PurchasersSecured Parties. Within five Business Days of its receipt of any Contract FileRequired Loan Document, the Collateral Custodian shall review the related Contract Required Loan Documents to verify that such Contract has Required Loan Documents have been executed and has have no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract Loan is referenced on the related list of ContractsLoans delivered in connection with the related Purchase Certificate. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files Required Loan Documents hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts Required Loan Documents or which otherwise contains the Contract Loan number and the name of the Lessee Obligor with respect to each related ContractLoan. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is Required Loan Documents are not executed or in proper form on its face, or that it the respective Loan is not referenced on such list of ContractsRequired Loan Documents, the Collateral Custodian shall promptly notify the Seller and the Deal Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such ContractRequired Loan Documents, that such Contract has Required Loan Documents have missing or mutilated pages, or the fact that such Contract Loan was not referenced on the related list of Contractslist. In addition, unless instructed otherwise in writing by the Seller or the Deal Agent within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract Required Loan Documents not referenced on such list of Contracts Loans to the Seller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract FileRequired Loan Documents. In taking and retaining custody of the Contract FilesRequired Loan Documents, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent as agent for the PurchasersPurchasers and Secured Parties, provided, however, that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Contract Files Required Loan Documents or the instruments therein, and provided, further, that the Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Contract Files Required Loan Documents shall be kept in fireproof vaults or cabinets at the locations specified on Schedule IV V attached hereto, or at such other office as shall be specified to the Deal Agent by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Contract Files Required Loan Documents shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Contract Files are the sole property of the Seller and that the Seller has granted an interest therein to the Deal Agent on behalf of the Purchasers. In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar Contracts which it holds as Collateral Custodian.placed

Custodial Duties. The Collateral Custodian shall take and retain custody of the Contract Files Required Loan Documents delivered by the Seller pursuant to Section 3.3 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers and subject to the Lien thereon in favor of the Deal Agent as agent for the PurchasersSecured Parties. Within five Business Days of its receipt of any Contract FileRequired Loan Document, the Collateral Custodian shall review the related Contract Required Loan Documents to verify that such Contract has Required Loan Documents have been executed and has have no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract Loan is referenced on the related list of ContractsLoans delivered in connection with the related Purchase Certificate. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files Required Loan Documents hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts Required Loan Documents or which otherwise contains the Contract Loan number and the name of the Lessee Obligor with respect to each related ContractLoan. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is Required Loan Documents are not executed or in proper form on its face, or that it the respective Loan is not referenced on such list of ContractsRequired Loan Documents, the Collateral Custodian shall promptly notify the Seller and the Deal Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such ContractRequired Loan Documents, that such Contract has Required Loan Documents have missing or mutilated pages, or the fact that such Contract Loan was not referenced on the related list of Contractslist. In addition, unless instructed otherwise in writing by the Seller or the Deal Agent within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract Required Loan Documents not referenced on such list of Contracts Loans to the Seller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract FileRequired Loan Documents. In taking and retaining custody of the Contract FilesRequired Loan Documents, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent as agent for the PurchasersPurchasers and Secured Parties, provided, however, that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Contract Files Required Loan Documents or the instruments therein, and provided, further, that the Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Contract Files Required Loan Documents shall be kept in fireproof vaults or cabinets at the locations specified on Schedule IV V attached hereto, or at such other office as shall be specified to the Deal Agent by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Contract Files Required Loan Documents shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Files Required Loan Documents shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Contract Files Required Loan Documents are the sole property of the Seller Purchasers and that the Seller has granted an interest therein to the Deal Agent on behalf of the PurchasersSecured Parties. In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar Contracts contracts which it holds as Collateral Custodian.

Custodial Duties. The Collateral Custodian shall take and retain ---------------- custody of the Contract Files delivered by the Seller pursuant to Section 3.3 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Purchasers and subject to the Lien thereon in favor of the Deal Agent as agent for the Purchasers. Within five Business Days of its receipt of any Contract File, the Collateral Custodian shall review the related Contract to verify that such Contract has been executed and has no missing or mutilated pages and to confirm (in reliance on the related contract number and Lessee name) that such Contract is referenced on the related list of Contracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the related list of Contracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is not executed or in proper form on its face, or that it is not referenced on such list of Contracts, the Collateral Custodian shall promptly notify the Seller and the Deal Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of Contracts. In addition, unless instructed otherwise in writing by the Seller or the Deal Agent within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract not referenced on such list of Contracts to the Seller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract File. In so taking and retaining custody of the Contract Files, the Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent as agent for the Purchasers, provided, however, that the Collateral -------- ------- Custodian makes no representations as to the existence, perfection or priority of any Lien on the Contract Files or the instruments therein, and provided, -------- further, that the Collateral Custodian's duties as agent shall be limited to ------- those expressly contemplated herein. All Contract Files shall be kept in fireproof vaults or cabinets at the locations specified on Schedule IV V attached hereto, or at such other office as shall be specified to the Deal Agent by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Contract Files shall be placed together in a separate file cabinet with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Contract Files are the sole property of the Seller and that the Seller has granted an interest therein to the Deal Agent on behalf of the Purchasers. In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar Contracts which it holds as Collateral Custodian.