Common use of Appointment; Custodial Duties Clause in Contracts

Appointment; Custodial Duties. The Borrower and the Agent each hereby appoints U.S. Bank to act as Trustee hereunder, for the benefit of the Agent and the Secured Parties, as provided herein. U.S. Bank hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, the Borrower or on its behalf pursuant to Section 5.3 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. Within one Business Day of receipt of any such Loan File, the Trustee shall deliver to the Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File and the related Loan Checklist, the Trustee shall review the related Loan Documents to verify that each Loan Document listed on the Loan 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 (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan List) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Agent a certification in the form of Exhibit K 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Loan Files hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file in a mutually acceptable electronic format that contains the related Loan List. If, at the conclusion of such review, the Trustee shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Loan Document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on the related Loan Checklist, the Trustee shall promptly notify the Borrower and the Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may exist. In addition, unless instructed otherwise in writing by the Borrower and the Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Loan File. In taking and retaining custody of the Loan Files, the Trustee shall be acting as the agent of the Agent and the other Secured Parties; provided that the Trustee makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further that the Trustee’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule V attached hereto, or at such other office as shall be specified to the Agent and the Borrower by the Trustee in a written notice delivered at least 45 days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the Trustee. The Trustee shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee on behalf of the Secured Parties. In performing its duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar loan 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 Loan Files.

Appointment; Custodial Duties. The Borrower and the Deal Agent each hereby appoints U.S. Bank Xxxxx Fargo to act as Trustee Collateral Custodian hereunder, for the benefit of the Borrower, the Deal Agent and the other Secured Parties, as provided herein. U.S. Bank Xxxxx Fargo hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower or on its behalf pursuant to Section 5.3 hereof 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 Deal Agent, as agent for the Secured Parties. Within one Business Day of Promptly upon receipt of the first Loan Document with respect to any such Loan File, the Trustee Collateral Custodian shall deliver to the Deal Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File and the related Loan ChecklistFile, the Trustee Collateral Custodian shall review the related Loan Documents to verify that each Loan Document listed on the related Loan Checklist Checklists for each Loan File has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note (other than with respect to a Noteless Loan) with respect to each Transferred Loan (other than a Noteless Loan) is an in original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note)form, and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan Listname) that such Loan is referenced on the related Loan List and shall, at on or prior to the expiration of such period, deliver to the Deal Agent a certification in the form of Exhibit K hereto. If the Collateral Custodian receives any Loan Documents not accompanied by a Loan Checklist, it may request that the Servicer provide such a Loan Checklist before beginning its review. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee Collateral Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Documents in a Loan File. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Loan Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file in a mutually acceptable electronic format that contains the related Loan ListList or that otherwise contains the Loan number and the name of the Obligor with respect to each related Loan. If, at the conclusion of such review, the Trustee Collateral Custodian shall determine that any such a Loan Document is not executed (where applicable), is missing pages or has mutilated pagesin proper form on its face, that any Underlying Note is not an in original form as required, that any a Loan Document listed on the a Loan Checklist is missing from the for a Loan File or is missing, that any such a Loan Document received contained in the Loan File for a Loan is not listed referenced on the related any Loan ChecklistChecklist for such Loan File, or that any promissory note or mortgage note is not endorsed in blank, the Trustee Collateral Custodian shall promptly notify the Borrower and the Deal Agent of such determination by providing an exception report to such Persons setting forth, with particularity, the lack of execution of such of Loan Document(s), that such Loan Document(s) has missing or mutilated pages, that an original Underlying Note has not been delivered or the foregoing defects as may existfact that such Loan was not referenced on the related Loan List, that a Loan Document listed on a Loan Checklist is missing or that a Loan Document contained in a Loan File was not referenced on a Loan Checklist for such Loan File or that any promissory note or mortgage note is not endorsed in blank. In addition, unless instructed otherwise in writing by the Borrower and the Deal Agent within ten days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Loan File. On each Reporting Date, (or more frequently, at the request of the Deal Agent) the Collateral Custodian shall deliver to the Borrower and the Deal Agent a cumulative exception report listing all outstanding exceptions and indicating those exceptions which were removed since the last exception report. In taking and retaining custody of the Loan Files, the Trustee Collateral Custodian shall be acting as the agent of the Deal Agent and the other Secured Parties; provided that provided, that, the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule V attached hereto, or at such other office as shall be specified to the Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee Deal Agent, on behalf of the Secured Parties. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower and the Agent each hereby appoints U.S. Bank Xxxxx Fargo to act as Trustee Collateral Custodian hereunder, for the benefit of the Borrower, the Agent and the Secured Parties, as provided herein. U.S. Bank Xxxxx Fargo hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower or on its behalf pursuant to Section 5.3 hereof 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 Agent, as agent for the Secured Parties. Within one Business Day of Immediately upon receipt of any such Loan File, the Trustee Collateral Custodian shall deliver to the Agent a custodial receipt in form of Exhibit J hereto. Within five (5) Business Days of its receipt of any Loan File and the related Loan ChecklistFile, the Trustee Collateral Custodian shall review the related Loan Documents to verify that each Loan Document listed on the index of the related Loan Checklist File has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Loan (other than a Noteless Loan) is an in original note form (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee Collateral Custodian shall have received a faxed copy of each Underlying Note and within two (2) Business Days after the related Funding Date, the Trustee Collateral Custodian shall have received an original of each Underlying Note), and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan Listname) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Agent a certification in the form of Exhibit K hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee Collateral Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Documents in a Loan File. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Loan Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file in a mutually acceptable electronic format that contains the related Loan ListList or that otherwise contains the Loan number and the name of the Obligor with respect to each related Loan. If, at the conclusion of such review, the Trustee Collateral Custodian shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pagesin proper form on its face, that any Underlying Note is not an in original form as required, that any Loan Document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed referenced on the index of the related Loan ChecklistFile, the Trustee Collateral Custodian shall promptly notify the Borrower and the Agent of such determination by providing an exception report to such Persons setting forth, with particularity, the lack of execution of such Loan Document(s), that such Loan Document(s) has missing or mutilated pages, that an original Underlying Note has not been delivered, or the fact that such Loan was not referenced on the related Loan List or such Loan Document(s) was not referenced on the index of the foregoing defects as may existrelated Loan File. In addition, unless instructed otherwise in writing by the Borrower and the Agent within ten (10) days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Loan File. In taking and retaining custody of the Loan Files, the Trustee Collateral Custodian shall be acting as the agent of the Agent and the other Secured Parties; provided that provided, that, the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule V attached hereto, or at such other office as shall be specified to the Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 forty-five (45) days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee Agent, on behalf of the Secured Parties. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower and the Deal Agent each hereby appoints U.S. Bank Norwest to act as Trustee Collateral Custodian hereunder, for the benefit of the Agent Borrower and Deal Agent, as agent for the Secured Parties, as provided herein. U.S. Bank Norwest hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollarsappointment. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower or on its behalf pursuant to Section 5.3 3.2 hereof 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 Deal Agent as agent for the Secured Parties. Within one Business Day of Immediately upon receipt of any such Loan File, the Trustee Collateral Custodian shall deliver to the Deal Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File and the related Loan ChecklistFile, the Trustee Collateral Custodian shall review the related Loan Documents to verify that each Loan Document listed on the related Loan Checklist List has been received, is and executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Loan (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan Listname) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Deal Agent a certification in the form of Exhibit K 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Loan Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file in a mutually acceptable electronic format that contains the related Loan ListList or that otherwise contains the Loan number and the name of the Obligor with respect to each related Loan. If, at the conclusion of such review, the Trustee Collateral Custodian shall determine that any such Loan Document is not executed (where applicable)or in proper form on its face, is missing pages or has mutilated pages, that any Underlying Note it is not an original as required, that any Loan Document listed referenced on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on the related Loan ChecklistList, the Trustee Collateral Custodian shall promptly notify the Borrower and the Deal Agent of such determination by providing an exception report to such Persons setting forth, with particularity, the lack of execution of such of Loan Document(s), that such Loan Document(s) has missing or mutilated pages, or the foregoing defects as may existfact that such Loan Document(s) was not referenced on the related Loan List. In addition, unless instructed otherwise in writing by the Borrower and or the Deal Agent within ten 10 days of the Trustee’s Collateral Custodian's delivery of such report, the Trustee Collateral Custodian shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Loan File. In taking and retaining custody of the Loan Files, the Trustee Collateral Custodian shall be acting as the agent of the Deal Agent and as agent for the other Secured Parties; provided provided, however, that the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further and, provided, further, that the Trustee’s Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule V attached hereto, or at such other office as shall be specified to the Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee Deal Agent on behalf of the Secured Parties. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that Loan Files which 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 Loan FilesCollateral Custodian.

Appointment; Custodial Duties. The Borrower and the Agent each hereby appoints U.S. Bank Xxxxx Fargo to act as Trustee hereunder, for the benefit of the Borrower, the Agent and the Secured Parties, as provided herein. U.S. Bank Xxxxx Fargo hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower or on its behalf pursuant to Section 5.3 hereof 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. Within one Business Day of receipt of any such Loan File, the Trustee shall deliver to the Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File and the related Loan Checklist, the Trustee shall review the related Loan Documents File to verify that each Loan Document document listed on the Loan 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 (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan List) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Agent a certification in the form of Exhibit K 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 Loan Documents documents in a Loan File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Loan Files hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file in a mutually acceptable electronic format that contains the related Loan List. If, at the conclusion of such review, the Trustee shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Loan Document document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document document received in the Loan File is not listed on the related Loan Checklist, the Trustee shall promptly notify the Borrower and the Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may exist. In addition, unless instructed otherwise in writing by the Borrower and the Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Loan File. In taking and retaining custody of the Loan Files, the Trustee shall be acting as the agent of the Agent and the other Secured Parties; provided that provided, that, the Trustee makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further that provided, further, that, the Trustee’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule V attached hereto, or at such other office as shall be specified to the Agent and the Borrower by the Trustee in a written notice delivered at least 45 days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the Trustee. The Trustee shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee on behalf of the Secured Parties. In performing its duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as custodian trustee for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower and the Administrative Agent each hereby appoints U.S. Bank Xxxxx Fargo Bank, National Association to act as Trustee Collateral Custodian hereunder, for the benefit of the Borrower, the Administrative Agent and the Secured Parties, as provided herein. U.S. Bank Xxxxx Fargo Bank, National Association hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Pledged Loan Files delivered by, by the Borrower or on its behalf pursuant to Section 5.3 5.39 hereof 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 Administrative Agent, as agent for the Secured Parties. Within Promptly (but in any event within one Domestic Business Day of Day) upon receipt of any such Pledged Loan File, the Trustee Collateral Custodian shall deliver to the Administrative Agent a custodial receipt in form of Exhibit J I hereto. Within five (5) Domestic Business Days of its receipt of any Pledged Loan File and the related Loan ChecklistFile, the Trustee Collateral Custodian shall review the related Loan Documents to verify that each Loan Document listed on the index of the related Pledged Loan Checklist File has been received, is and executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Loan (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan Listname) that such Loan is referenced on the related Pledged Loan List and shall, at the expiration of such period, deliver to the Administrative Agent a certification in the form of Exhibit K J 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Pledged Loan Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file in a mutually acceptable electronic format that contains the related Pledged Loan ListList or that otherwise contains the Loan number and the name of the Obligor with respect to each related Loan. If, at the conclusion of such review, the Trustee Collateral Custodian shall determine that any such Loan Document is not executed (where applicable)or in proper form on its face, is missing pages or has mutilated pages, that any Underlying Note it is not an original as required, that any Loan Document listed referenced on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on index of the related Pledged Loan ChecklistFile, the Trustee Collateral Custodian shall promptly notify the Borrower and the Administrative Agent of such determination by providing an exception report to such Persons setting forth, with particularity, the lack of execution of such Loan Document(s), that such Loan Document(s) has missing or mutilated pages, or the fact that such Loan was not referenced on the related Pledged Loan List or such Loan Document(s) was not referenced on the index of the foregoing defects as may existrelated Pledged Loan File. In addition, unless instructed otherwise in writing by the Borrower and the Administrative Agent within ten (10) days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Pledged Loan File not referenced on such Pledged Loan List to the Borrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Pledged Loan File. In taking and retaining custody of the Pledged Loan Files, the Trustee Collateral Custodian shall be acting as the agent of the Administrative Agent and the other Secured Parties; provided that provided, that, the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Pledged Loan Files or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Pledged Loan Files shall be kept in fire-fire resistant vaults or cabinets at the locations specified on Schedule V III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 forty-five (45) days prior to such change. All Pledged Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Pledged Loan Files shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate that such Pledged Loan Files are the sole property of Borrower, subject to the security interest of the Trustee Administrative Agent, on behalf of the Secured Parties. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower and the Deal Agent each hereby appoints U.S. Bank Wxxxx Fargo to act as Trustee Collateral Custodian hereunder, for the benefit of the Borrower, the Deal Agent and the other Secured Parties, as provided herein. U.S. Bank Wxxxx Fargo hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower or on its behalf pursuant to Section 5.3 hereof 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 Deal Agent, as agent for the Secured Parties. Within one Business Day of Immediately upon receipt of any such Loan File, the Trustee Collateral Custodian shall deliver to the Deal Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File and the related Loan ChecklistFile, the Trustee Collateral Custodian shall review the related Loan Documents to verify that each Loan Document listed on the index of the related Loan Checklist File has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Loan (other than a Noteless Loan) is an in original note form (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee Collateral Custodian shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee Collateral Custodian shall have received an original of each Underlying Note), and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan Listname) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Deal Agent a certification in the form of Exhibit K hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee Collateral Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Documents in a Loan File. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Loan Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file in a mutually acceptable electronic format that contains the related Loan ListList or that otherwise contains the Loan number and the name of the Obligor with respect to each related Loan. If, at the conclusion of such review, the Trustee Collateral Custodian shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pagesin proper form on its face, that any Underlying Note is not an in original form as required, that any Loan Document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed referenced on the index of the related Loan ChecklistFile, the Trustee Collateral Custodian shall promptly notify the Borrower and the Deal Agent of such determination by providing an exception report to such Persons setting forth, with particularity, the lack of execution of such Loan Document(s), that such Loan Document(s) has missing or mutilated pages, that an original Underlying Note has not been delivered or the fact that such Loan was not referenced on the related Loan List or such Loan Document(s) was not referenced on the index of the foregoing defects as may existrelated Loan File. In addition, unless instructed otherwise in writing by the Borrower and the Deal Agent within ten days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Loan File. In taking and retaining custody of the Loan Files, the Trustee Collateral Custodian shall be acting as the agent of the Deal Agent and the other Secured Parties; provided that provided, that, the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule V attached hereto, or at such other office as shall be specified to the Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee Deal Agent, on behalf of the Secured Parties. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower and the Agent each hereby appoints U.S. Bank to act as Trustee Collateral Custodian hereunder, for the benefit of the Agent Borrower, the Agent, and the Secured PartiesLender Group, as provided herein. U.S. Bank hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files Note Receivable Documents delivered by, by the Borrower or on its behalf pursuant to Section 5.3 2.04 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties Lender Group and subject to the Lien thereon in favor of the Secured PartiesAgent, on behalf of the Lender Group. Within one Business Day of Upon receipt of any such Loan FileNote Receivable Documents, the Trustee Collateral Custodian shall deliver to perform the Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File review and the related Loan Checklist, the Trustee shall review the related Loan Documents to verify that each Loan Document listed on the Loan Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note certification functions with respect to each Loan (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (thereto specified in reliance on the related Loan number and Obligor name as listed on the Loan List) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Agent a certification in the form of Exhibit K 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Loan Files hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file in a mutually acceptable electronic format that contains the related Loan List. If, at the conclusion of such review, the Trustee shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Loan Document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on the related Loan Checklist, the Trustee shall promptly notify the Borrower and the Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may exist. In addition, unless instructed otherwise in writing by the Borrower and the Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Loan FileSection 2.05. In taking and retaining custody of the Loan FilesNote Receivable Documents, the Trustee Collateral Custodian shall be acting as the agent of the Agent and Agent, on behalf of the other Secured PartiesLender Group; provided provided, that the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files Note Receivable Documents or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files Note Receivable Documents shall be kept in fire-resistant vaults or cabinets at the locations location of Collateral Custodian specified on Schedule V attached in Annex 1 hereto, or at such other office as shall be specified to the Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Files Note Receivable Documents shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files Note Receivable Documents shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate in its records that such Loan Files Note Receivable Documents are the sole property of the Borrower, subject to the security interest of the Trustee Agent, on behalf of the Secured PartiesLender Group. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower and the Agent each hereby appoints U.S. Bank Wxxxx Fargo to act as Trustee hereunder, for the benefit of the Borrower, the Agent and the Secured Parties, as provided herein. U.S. Bank Wxxxx Fargo hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower or on its behalf pursuant to Section 5.3 hereof 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. Within one Business Day of receipt of any such Loan File, the Trustee shall deliver to the Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File and the related Loan Checklist, the Trustee shall review the related Loan Documents to verify that each Loan Document listed on the Loan 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 (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan List) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Agent a certification in the form of Exhibit K 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Loan Files hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file in a mutually acceptable electronic format that contains the related Loan List. If, at the conclusion of such review, the Trustee shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Loan Document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on the related Loan Checklist, the Trustee shall promptly notify the Borrower and the Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may exist. In addition, unless instructed otherwise in writing by the Borrower and the Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Loan File. In taking and retaining custody of the Loan Files, the Trustee shall be acting as the agent of the Agent and the other Secured Parties; provided that provided, that, the Trustee makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further that provided, further, that, the Trustee’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule V attached hereto, or at such other office as shall be specified to the Agent and the Borrower by the Trustee in a written notice delivered at least 45 days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the Trustee. The Trustee shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee on behalf of the Secured Parties. In performing its duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as custodian trustee for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower and the Agent each hereby appoints U.S. Bank to act as Trustee Collateral Custodian hereunder, for the benefit of the Agent Borrower, the Agent, and the Secured PartiesLender Group, as provided herein. U.S. Bank hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files Note Receivable Documents delivered by, by the Borrower or on its behalf pursuant to Section 5.3 2.04 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties Lender Group and subject to the Lien thereon in favor of the Secured PartiesAgent, on behalf of the Lender Group. Within one Business Day of Upon receipt of any such Loan FileNote Receivable Documents, the Trustee Collateral Custodian shall deliver perform the review and certification functions with respect thereto specified in Section 2.05, provided, that, for the avoidance of doubt, the Collateral Custodian shall not be obligated to the Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of review any Loan File and the related Loan Checklist, the Trustee shall review the related Loan Documents to verify that each Loan Document listed on the Loan 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 (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan List) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver previously reviewed pursuant to the Agent a certification in the form of Exhibit K 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Loan Files hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file in a mutually acceptable electronic format that contains the related Loan List. If, at the conclusion of such review, the Trustee shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Loan Document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on the related Loan Checklist, the Trustee shall promptly notify the Borrower and the Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may exist. In addition, unless instructed otherwise in writing by the Borrower and the Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Loan FilePrior Agreement. In taking and retaining custody of the Loan FilesNote Receivable Documents, the Trustee Collateral Custodian shall be acting as the agent of the Agent and Agent, on behalf of the other Secured PartiesLender Group; provided provided, that the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files Note Receivable Documents or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files Note Receivable Documents shall be kept in fire-resistant vaults or cabinets at the locations location of Collateral Custodian specified on Schedule V attached in Annex 1 hereto, or at such other office as shall be specified to the Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Files Note Receivable Documents shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files Note Receivable Documents shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate in its records that such Loan Files Note Receivable Documents are the sole property of the Borrower, subject to the security interest of the Trustee Agent, on behalf of the Secured PartiesLender Group. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, The Collateral Custodian acknowledges that its obligations hereunder with respect to the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan FilesNote Receivable Documents include any such Note Receivable Documents deposited under the Prior Agreement.

Appointment; Custodial Duties. The Borrower and the Deal Agent each ----------------------------- hereby appoints U.S. US Bank to act as Trustee Custodian hereunder, for the benefit of the Agent and Deal Agent, as agent for the Secured Parties, as provided herein. U.S. US Bank hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollarsappointment. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower (or the Originator on its behalf of the Borrower) pursuant to Section 5.3 3.2 hereof 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 Deal Agent as agent for the Secured Parties. Within one Business Day of Immediately upon receipt of any such Loan File, the Trustee Custodian shall deliver to the Deal Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File and the related Loan ChecklistFile, the Trustee Custodian shall review the related Loan Documents to verify that each Loan Document listed on the Loan Checklist has been received, is and executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Loan (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (in reliance on the related Loan contract number and Obligor name as listed on the Loan Listname) that such Loan is referenced on the related List of Loan List and shall, at the expiration of such period, deliver to the Deal Agent a certification in the form of Exhibit K 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the TrusteeCustodian, in connection with each delivery of Loan Files hereunder to the TrusteeCustodian, the Servicer shall provide to the Trustee Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related List of Loans or which otherwise contains the Loan Listnumber and the name of the Obligor with respect to each related Loan. If, at the conclusion of such review, the Trustee Custodian shall determine that any such Loan Document is not executed (where applicable)or in proper form on its face, is missing pages or has mutilated pages, that any Underlying Note it is not an original as required, that any Loan Document listed referenced on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on the related Loan ChecklistList of Loans, the Trustee Custodian shall promptly notify the Borrower and the Deal Agent of such determination by providing an exception a written report to such Persons setting forth, with particularity, the lack of execution of such Loan Document(s), that such Loan Document(s) has missing or mutilated pages, or the fact that such Loan Document(s) was not referenced on the related List of the foregoing defects as may existLoans. In addition, unless instructed otherwise in writing by the Borrower and or the Deal Agent within ten 10 days of the Trustee’s Custodian's delivery of such report, the Trustee Custodian shall return any Loan File not referenced on such Loan List of Loans to the Borrower. Other than the foregoing, the Trustee Custodian shall not have any responsibility for reviewing any Loan File. In taking and retaining custody of the Loan Files, the Trustee Custodian shall be deemed to be acting as the agent of the Deal Agent and as agent for the other Secured Parties; provided , provided, however, that the Trustee Custodian makes no representations as to -------- ------- the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further , and provided, further, that the Trustee’s Custodian's duties as agent -------- ------- shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule V VI attached hereto, or at such other office as shall be specified to the Deal Agent and the Borrower by the Trustee Custodian in a written notice delivered at least 45 days prior to such change. All Loan Files shall be segregated 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 Loan Files shall be clearly segregated from any other documents or instruments maintained by the TrusteeCustodian. The Trustee Custodian shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee Deal Agent on behalf of the Secured Parties. In performing its duties, the Trustee Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that Loan Files which 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 Loan FilesCustodian.

Appointment; Custodial Duties. The Borrower and the Agent each hereby appoints U.S. Bank Xxxxx Fargo to act as Trustee hereunder, for the benefit of the Borrower, the Agent and the Secured Parties, as provided herein. U.S. Bank Xxxxx Fargo hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower or on its behalf pursuant to Section 5.3 hereof 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. Within one Business Day of receipt of any such Loan File, the Trustee shall deliver to the Agent a custodial receipt in the form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File and the related Loan Checklist, the Trustee shall review the related Loan Documents File to verify that each Loan Document document listed on the Loan Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note (other than with respect to a Noteless Loan) with respect to each Loan (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note (other than with respect to a Noteless Loan) and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying NoteNote (other than with respect to a Noteless Loan)), and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan List) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Agent a certification in the form of Exhibit K 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 Loan Documents documents in a Loan File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Loan Files hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file in a mutually acceptable electronic format that contains the related Loan List. If, at the conclusion of such review, the Trustee shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Loan Document document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document document received in the Loan File is not listed on the related Loan Checklist, the Trustee shall promptly notify the Borrower and the Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may exist. In addition, unless instructed otherwise in writing by the Borrower and the Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Loan File. In taking and retaining custody of the Loan Files, the Trustee shall be acting as the agent of the Agent and the other Secured Parties; provided that provided, that, the Trustee makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further that provided, further, that, the Trustee’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule V attached hereto, or at such other office as shall be specified to the Agent and the Borrower by the Trustee in a written notice delivered at least 45 days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the Trustee. The Trustee shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee on behalf of the Secured Parties. In performing its duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as custodian trustee for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower Buyer and the Agent each hereby appoints U.S. Bank to act as Trustee Collateral Custodian hereunder, for the benefit of the Agent Buyer, the Agent, and the Secured PartiesLender Group, as provided herein. U.S. Bank hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files Note Receivable Documents delivered by, by the Borrower Buyer or on its behalf pursuant to Section 5.3 2.04 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties Lender Group and subject to the Lien thereon in favor of the Secured PartiesAgent, on behalf of the Lender Group. Within one Business Day of Upon receipt of any such Loan FileNote Receivable Documents, the Trustee Collateral Custodian shall deliver to perform the Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File review and the related Loan Checklist, the Trustee shall review the related Loan Documents to verify that each Loan Document listed on the Loan Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note certification functions with respect to each Loan (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (thereto specified in reliance on the related Loan number and Obligor name as listed on the Loan List) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Agent a certification in the form of Exhibit K 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Loan Files hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file in a mutually acceptable electronic format that contains the related Loan List. If, at the conclusion of such review, the Trustee shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Loan Document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on the related Loan Checklist, the Trustee shall promptly notify the Borrower and the Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may exist. In addition, unless instructed otherwise in writing by the Borrower and the Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Loan FileSection 2.05. In taking and retaining custody of the Loan FilesNote Receivable Documents, the Trustee Collateral Custodian shall be acting as the agent of the Agent and Agent, on behalf of the other Secured PartiesLender Group; provided provided, that the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files Note Receivable Documents or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files Note Receivable Documents shall be kept in fire-resistant vaults or cabinets at the locations location of Collateral Custodian specified on Schedule V attached in Annex 1 hereto, or at such other office as shall be specified to the Agent and the Borrower Buyer by the Trustee Collateral Custodian in a written notice delivered at least 45 forty-five (45) days prior to such change. All Loan Files Note Receivable Documents shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files Note Receivable Documents shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate that such Loan Files Note Receivable Documents are the sole property of Borrowerthe Buyer, subject to the security interest of the Trustee Agent, on behalf of the Secured PartiesLender Group. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower and the Deal Agent each hereby appoints U.S. Bank Xxxxx Fargo to act as Trustee Collateral Custodian hereunder, for the benefit of the Borrower, the Deal Agent and the other Secured Parties, as provided herein. U.S. Bank Xxxxx Fargo hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower or on its behalf pursuant to Section 5.3 hereof 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 Deal Agent, as agent for the Secured Parties. Within one Business Day of Promptly upon receipt of the first Loan Document with respect to any such Loan File, the Trustee Collateral Custodian shall deliver to the Deal Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File and the related Loan ChecklistFile, the Trustee Collateral Custodian shall review the related Loan Documents to verify that each Loan Document listed on the related Loan Checklist Checklists for each Loan File has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Transferred Loan (other than a Noteless Loan) is an in original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note)form, and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan Listname) that such Loan is referenced on the related Loan List and shall, at on or prior to the expiration of such period, deliver to the Deal Agent a certification in the form of Exhibit K hereto. If the Collateral Custodian receives any Loan Documents not accompanied by a Loan Checklist, it may request that the Servicer provide such a Loan Checklist before beginning its review. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee Collateral Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Documents in a Loan File. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Loan Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file in a mutually acceptable electronic format that contains the related Loan ListList or that otherwise contains the Loan number and the name of the Obligor with respect to each related Loan. If, at the conclusion of such review, the Trustee Collateral Custodian shall determine that any such a Loan Document is not executed (where applicable), is missing pages or has mutilated pagesin proper form on its face, that any Underlying Note is not an in original form as required, that any a Loan Document listed on the a Loan Checklist is missing from the for a Loan File or is missing, that any such a Loan Document received contained in the Loan File for a Loan is not listed referenced on the related any Loan ChecklistChecklist for such Loan File, or that any promissory note or mortgage note is not endorsed in blank, the Trustee Collateral Custodian shall promptly notify the Borrower and the Deal Agent of such determination by providing an exception report to such Persons setting forth, with particularity, the lack of execution of such of Loan Document(s), that such Loan Document(s) has missing or mutilated pages, that an original Underlying Note has not been delivered or the foregoing defects as may existfact that such Loan was not referenced on the related Loan List, that a Loan Document listed on a Loan Checklist is missing or that a Loan Document contained in a Loan File was not referenced on a Loan Checklist for such Loan File or that any promissory note or mortgage note is not endorsed in blank. In addition, unless instructed otherwise in writing by the Borrower and the Deal Agent within ten days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Loan File. On each Reporting Date, (or more frequently, at the request of the Deal Agent) the Collateral Custodian shall deliver to the Borrower and the Deal Agent a cumulative exception report listing all outstanding exceptions and indicating those exceptions which were removed since the last exception report. In taking and retaining custody of the Loan Files, the Trustee Collateral Custodian shall be acting as the agent of the Deal Agent and the other Secured Parties; provided that provided, that, the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule V attached hereto, or at such other office as shall be specified to the Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee Deal Agent, on behalf of the Secured Parties. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower and the Deal Agent each hereby appoints U.S. Bank Xxxxx Fargo to act as Trustee Collateral Custodian hereunder, for the benefit of the Borrower, the Deal Agent and the Secured Parties, as provided herein. U.S. Bank Xxxxx Fargo hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower or on its behalf pursuant to Section 5.3 hereof 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 Deal Agent, as agent for the Secured Parties. Within one Business Day of Immediately upon receipt of any such Loan File, the Trustee Collateral Custodian shall deliver to the Deal Agent a custodial receipt in form of Exhibit J hereto. Within five (5) Business Days of its receipt of any Loan File and the related Loan ChecklistFile, the Trustee Collateral Custodian shall review the related Loan Documents to verify that each Loan Document listed on the related Loan Checklist List has been received, is and executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Loan (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (in reliance on the related Loan number and Obligor name as listed on the Loan Listname) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Deal Agent a certification in the form of Exhibit K 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Loan Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file in a mutually acceptable electronic format that contains the related Loan ListList or that otherwise contains the Loan number and the name of the Obligor with respect to each related Loan. If, at the conclusion of such review, the Trustee Collateral Custodian shall determine that any such Loan Document is not executed (where applicable)or in proper form on its face, is missing pages or has mutilated pages, that any Underlying Note it is not an original as required, that any Loan Document listed referenced on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on the related Loan ChecklistList, the Trustee Collateral Custodian shall promptly notify the Borrower and the Deal Agent of such determination by providing an exception report to such Persons setting forth, with particularity, the lack of execution of such of Loan Document(s), that such Loan Document(s) has missing or mutilated pages, or the foregoing defects as may existfact that such Loan Document(s) was not referenced on the related Loan List. In addition, unless instructed otherwise in writing by the Borrower and the Deal Agent within ten (10) days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Loan File. In taking and retaining custody of the Loan Files, the Trustee Collateral Custodian shall be acting as the agent of the Deal Agent and the other Secured Parties; provided that provided, that, the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule V attached hereto, or at such other office as shall be specified to the Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 forty-five (45) days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate that such Loan Files are the sole property of Borrower, subject to the security interest of the Trustee Deal Agent, on behalf of the Secured Parties. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower Buyer and the Agent each hereby appoints U.S. Bank to act as Trustee Collateral Custodian hereunder, for the benefit of the Agent Buyer, the Agent, and the Secured PartiesLender Group, as provided herein. U.S. Bank hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files Note Receivable Documents delivered by, by the Borrower Buyer or on its behalf pursuant to Section 5.3 2.04 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties Lender Group and subject to the Lien thereon in favor of the Secured PartiesAgent, on behalf of the Lender Group. Within one Business Day of Upon receipt of any such Loan FileNote Receivable Documents, the Trustee Collateral Custodian shall deliver to perform the Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File review and the related Loan Checklist, the Trustee shall review the related Loan Documents to verify that each Loan Document listed on the Loan Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note certification functions with respect to each Loan (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (thereto specified in reliance on the related Loan number and Obligor name as listed on the Loan List) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Agent a certification in the form of Exhibit K 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Loan Files hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file in a mutually acceptable electronic format that contains the related Loan List. If, at the conclusion of such review, the Trustee shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Loan Document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on the related Loan Checklist, the Trustee shall promptly notify the Borrower and the Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may exist. In addition, unless instructed otherwise in writing by the Borrower and the Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Loan FileSection 2.05. In taking and retaining custody of the Loan FilesNote Receivable Documents, the Trustee Collateral Custodian shall be acting as the agent of the Agent and Agent, on behalf of the other Secured PartiesLender Group; provided provided, that the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files Note Receivable Documents or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files Note Receivable Documents shall be kept in fire-resistant vaults or cabinets at the locations location of Collateral Custodian specified on Schedule V attached in Annex 1 hereto, or at such other office as shall be specified to the Agent and the Borrower Buyer by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Files Note Receivable Documents shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files Note Receivable Documents shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate that such Loan Files Note Receivable Documents are the sole property of Borrowerthe Buyer, subject to the security interest of the Trustee Agent, on behalf of the Secured PartiesLender Group. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.

Appointment; Custodial Duties. The Borrower Issuer and the Agent Initial Noteholder each hereby appoints U.S. Bank to act as Trustee Collateral Custodian hereunder, for the benefit of the Agent Issuer, the Indenture Trustee and the Secured PartiesNoteholders, as provided herein. U.S. Bank hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein; provided that notwithstanding anything herein to the contrary the parties hereto acknowledge and agree that U.S. Bank shall have no duties or responsibilities hereunder with respect to any non-USD Loan or the proceeds thereof, any related Hedge Agreement or any other asset denominated in a currency other than Dollars. The Borrower acknowledges and agrees that the Trustee is agent solely for the Secured Parties and Collateral Custodian shall have no obligation to the Borrower. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Loan Files delivered by, by the Borrower Issuer or on its behalf pursuant to Section 5.3 2.04 hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties Noteholders and subject to the Lien thereon in favor of the Secured PartiesIndenture Trustee, on behalf of the Noteholders. Within one Business Day of Upon receipt of any such Loan File, the Trustee Collateral Custodian shall deliver to perform the Agent a custodial receipt in form of Exhibit J hereto. Within five Business Days of its receipt of any Loan File review and the related Loan Checklist, the Trustee shall review the related Loan Documents to verify that each Loan Document listed on the Loan Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note certification functions with respect to each Loan (other than a Noteless Loan) is an original note (except that with respect to any Pre-Positioned Loan (other than a Noteless Loan), the Trustee shall have received a faxed copy of each Underlying Note and within two Business Days after the related Funding Date, the Trustee shall have received an original of each Underlying Note), and to confirm (thereto specified in reliance on the related Loan number and Obligor name as listed on the Loan List) that such Loan is referenced on the related Loan List and shall, at the expiration of such period, deliver to the Agent a certification in the form of Exhibit K 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 Loan Documents in a Loan File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Loan Files hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file in a mutually acceptable electronic format that contains the related Loan List. If, at the conclusion of such review, the Trustee shall determine that any such Loan Document is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Loan Document listed on the Loan Checklist is missing from the Loan File or that any such Loan Document received in the Loan File is not listed on the related Loan Checklist, the Trustee shall promptly notify the Borrower and the Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may exist. In addition, unless instructed otherwise in writing by the Borrower and the Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Loan File not referenced on such Loan List to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Loan FileSection 2.05. In taking and retaining custody of the Loan Files, the Trustee Collateral Custodian shall be acting as the agent of the Agent and Indenture Trustee on behalf of the other Secured PartiesNoteholders; provided provided, that the Trustee Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Files or the instruments therein; provided further that provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. All Loan Files shall be kept in fire-resistant vaults or cabinets at the locations location specified on Schedule V attached heretoin Section 11.05 hereof, or at such other office as shall be specified to the Agent Indenture Trustee and the Borrower Issuer (with a copy to the Initial Noteholder) by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Files shall be clearly segregated from any other documents or instruments maintained by the TrusteeCollateral Custodian. The Trustee Collateral Custodian shall clearly indicate that such Loan Files are the sole property of BorrowerIssuer, subject to the security interest of the Trustee Indenture Trustee, on behalf of the Secured PartiesNoteholders. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar loan files that it holds as collateral custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Files.