Common use of Concerning the Collateral Custodian Clause in Contracts

Concerning the Collateral Custodian. (i) The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent or (B) the verbal instructions of the Deal Agent. (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Contracts, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Contracts. The Collateral Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Contracts.

Concerning the Collateral Custodian. (i) The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent or (B) the verbal instructions of the Deal Agent. (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct misconduct, gross negligence or grossly negligent performance or omissionbad faith. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsLoans or the Loan Documents, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsLoans. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsLoans.

Concerning the Collateral Custodian. (i) The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent (and shall provide a copy thereof to the Seller) or (B) the verbal instructions of the Deal Agent, which the Collateral Custodian shall promptly confirm in writing (and shall provide a copy thereof to the Seller). (ii) The Collateral Custodian may consult counsel satisfactory to it and the written advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsLoans, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsLoans. The Collateral Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Except for overhead and general administrative expenses, the Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsLoans.

Concerning the Collateral Custodian. (i) The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent Agent. In no event shall the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (B) the verbal instructions of the Deal Agentincluding but not limited to lost profits). (ii) The Collateral Custodian may consult counsel satisfactory to it it, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct misconduct, gross negligence or grossly negligent performance or omissionbad faith. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsNotes Receivable or the Note Receivable Documents, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsNotes Receivable. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement Agreement, and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsTransferred Notes Receivable. (viii) The parties hereto hereby acknowledge and agree that the Collateral Custodian’s execution of this Agreement shall constitute the Collateral Custodian’s written acknowledgment and agreement that the Collateral Custodian is holding any Collateral it receives that may be perfected by possession under the UCC on behalf of and for the benefit of the Agent and the Lender Group. (ix) The Collateral Custodian shall be without liability to the parties hereto for any damage or loss resulting from or caused by events or circumstances beyond the Collateral Custodian’s reasonable control including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by any party hereto in its instructions to the Collateral Custodian; or changes in applicable law, regulation or orders. (x) The Collateral Custodian may at any time resign under this Agreement by giving not less than sixty (60) days prior written notice thereof to each party to this Agreement. Promptly after receipt of such notice and for so long as no Servicer Default has occurred and is continuing, the Servicer shall select a successor Collateral Custodian with the written consent of the Agent (which approval shall not be unreasonably withheld, conditioned or delayed). No resignation or removal of the Collateral Custodian shall become effective until the acceptance of a successor collateral custodian hereunder; provided, that, if a successor Collateral Custodian is not selected within such 60-day period, the Collateral Custodian may petition a court of competent jurisdiction to select a successor Collateral Custodian. (xi) In the event of a resignation or removal of the Collateral Custodian, the Collateral Custodian shall not be required to release possession of the Required Asset Documents until all amounts owed to the Collateral Custodian pursuant to this Agreement have been paid to the Collateral Custodian.

Concerning the Collateral Custodian. (i) The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (Aa) the written instructions of any designated officer of the Deal Agent Trust Depositor or (Bb) the verbal instructions of any designated officer of the Deal AgentTrust Depositor. (iii) The Collateral Custodian may consult counsel satisfactory to it and the written advice or opinion of such counsel selected by it with due care shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iiiii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission. (iviii) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Contracts, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Contracts. The Collateral Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (viv) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (viv) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (viivi) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Contracts.

Concerning the Collateral Custodian. (i) The Other than in the case of its willful misconduct, gross negligence or bad faith, the Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that it reasonably believes in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Other than in the case of its willful misconduct, gross negligence or bad faith, the Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent or (B) the verbal instructions of the Deal Administrative Agent. (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct misconduct, gross negligence or grossly negligent performance or omissionbad faith. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsCollateral Debt Obligations or the Collateral Debt Obligation Documents, and will not be required to and will not make any representations as to the validity validity, collectibility, sufficiency or value (except as expressly set forth in this Agreement) of any of the ContractsCollateral Debt Obligations. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsCollateral Debt Obligations. (viii) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Administrative Agent. Notwithstanding the preceding sentence, and subject to Section 7.15(d), the Administrative Agent hereby instructs the Collateral Custodian, prior to the occurrence of the Maturity Date, to take any action in respect of the Collateral Debt Obligations and the Collateral Debt Obligation Documents solely in accordance with instructions of the Servicer unless and until a notice of exclusive control has been delivered and is in effect pursuant to the terms of the Account Control Agreement, and thereafter to take any action in respect of the Collateral Debt Obligations and the Collateral Debt Obligation Documents solely in accordance with instructions of the parties specified in such notice of exclusive control. The Collateral Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent or, prior to the occurrence of the Maturity Date, the Servicer.

Concerning the Collateral Custodian. (i) The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent Initial Noteholder. In no event shall the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (B) the verbal instructions of the Deal Agentincluding but not limited to lost profits). (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct misconduct, gross negligence or grossly negligent performance or omissionbad faith. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsLoans or the Loan Documents, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsLoans. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsTransferred Loans. (viii) The parties hereto hereby acknowledge and agree that the Collateral Custodian’s execution of this Agreement shall constitute the Collateral Custodian’s written acknowledgment and agreement that the Collateral Custodian is holding any Collateral it receives that may be perfected by possession under the UCC on behalf of and for the benefit of the Indenture Trustee and the Noteholders.

Concerning the Collateral Custodian. (i) The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent or (B) the verbal instructions of the Deal Agent. (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable to the Seller, the Deal Agent or any other Purchaser for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Contracts, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Contracts. The Collateral Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Contracts.

Concerning the Collateral Custodian. (i) The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of any Purchaser. In no event shall the Deal Agent Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (B) the verbal instructions of the Deal Agentincluding but not limited to lost profits). (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct misconduct, gross negligence or grossly negligent performance or omissionbad faith. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsLoans or the Loan Documents, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsLoans. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsTransferred Loans. (viii) The parties hereto hereby acknowledge and agree that the Collateral Custodian's execution of this Agreement shall constitute the Collateral Custodian's written acknowledgment and agreement that the Collateral Custodian is holding any Collateral it receives that may be perfected by possession under the UCC on behalf of and for the benefit of the Indenture Trustee and the Noteholders.

Concerning the Collateral Custodian. (i) The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent Agent. In no event shall the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (B) the verbal instructions of the Deal Agentincluding but not limited to lost profits). (ii) The Collateral Custodian may consult counsel satisfactory to it it, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct misconduct, gross negligence or grossly negligent performance or omissionbad faith. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsNotes Receivable or the Note Receivable Documents, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsNotes Receivable. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsTransferred Notes Receivable. (viii) The parties hereto hereby acknowledge and agree that the Collateral Custodian’s execution of this Agreement shall constitute the Collateral Custodian’s written acknowledgment and agreement that the Collateral Custodian is holding any Collateral it receives that may be perfected by possession under the UCC on behalf of and for the benefit of the Agent and the Lender Group. (ix) The Collateral Custodian shall be without liability to the parties hereto for any damage or loss resulting from or caused by events or circumstances beyond the Collateral Custodian’s reasonable control including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by any party hereto in its instructions to the Collateral Custodian; or changes in applicable law, regulation or orders. (x) The Collateral Custodian may at any time resign under this Agreement by giving not less than sixty (60) days prior written notice thereof to each party to this Agreement. Promptly after receipt of such notice and for so long as no Servicer Default has occurred and is continuing, the Servicer shall select a successor Collateral Custodian with the written consent of the Agent (which approval shall not be unreasonably withheld, conditioned or delayed). No resignation or removal of the Collateral Custodian shall become effective until the acceptance of a successor collateral custodian hereunder; provided, that, if a successor Collateral Custodian is not selected within such 60-day period, the Collateral Custodian may petition a court of competent jurisdiction to select a successor Collateral Custodian. (xi) In the event of a resignation or removal of the Collateral Custodian, the Collateral Custodian shall not be required to release possession of the Required Asset Documents until all amounts owed to the Collateral Custodian pursuant to this Agreement have been paid to the Collateral Custodian.

Concerning the Collateral Custodian. (i) The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (Aa) the written instructions of any designated officer of the Deal Agent (and shall provide a copy thereof to the Seller) or (Bb) the verbal instructions of the Deal Agent, which the Collateral Custodian shall promptly confirm in writing (and shall provide a copy thereof to the Seller). (ii) The Collateral Custodian may consult counsel satisfactory to it and the written advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsLoans, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsLoans. The Collateral Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Except for overhead and general administrative expenses, the Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsLoans.

Concerning the Collateral Custodian. (i) The Except for its gross negligence or bad faith, the Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Except for its gross negligence or bad faith, the Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent or (B) the verbal instructions of the Deal Agent. (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct gross negligence or grossly negligent performance or omissionbad faith. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsLoans or the Loan Documents, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsLoans. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsLoans.

Concerning the Collateral Custodian. (i) The Collateral ----------------------------------- Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (Ai) the written instructions of any designated officer of the Deal Agent or (Bii) the verbal instructions of the Deal Agent. (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Contracts, and as will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Contracts. The Collateral Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Contracts.

Concerning the Collateral Custodian. (i) The Except for its gross negligence or bad faith, the Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Except for its gross negligence or bad faith, the Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent or (B) the verbal instructions of the Deal Administrative Agent. (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct gross negligence or grossly negligent performance or omissionbad faith. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsLoans or the Loan Documents, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsLoans. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsLoans.

Concerning the Collateral Custodian. (i) The Except for its gross negligence or bad faith, the Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Except for its gross negligence or bad faith, the Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent or (B) the verbal instructions of the Deal Agent. (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct gross negligence or grossly negligent performance or omissionbad faith. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsLoans or the Loan Documents, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsLoans. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsLoans.

Concerning the Collateral Custodian. (i) The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Except for its willful misconduct, gross negligence or bad faith, the Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent Agent. In no event shall the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (B) the verbal instructions of the Deal Agentincluding but not limited to lost profits). (ii) The Collateral Custodian may consult counsel satisfactory to it it, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct misconduct, gross negligence or grossly negligent performance or omissionbad faith. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsNotes Receivable or the Note Receivable Documents, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsNotes Receivable. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsTransferred Notes Receivable. (viii) The parties hereto hereby acknowledge and agree that the Collateral Custodian’s execution of this Agreement shall constitute the Collateral Custodian’s written acknowledgment and agreement that the Collateral Custodian is holding any Collateral it receives that may be perfected by possession under the UCC on behalf of and for the benefit of the Agent and the Lender Group. (ix) The Collateral Custodian shall be without liability to the parties hereto for any damage or loss resulting from or caused by events or circumstances beyond the Collateral Custodian’s reasonable control including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by any party hereto in its instructions to the Collateral Custodian; or changes in applicable law, regulation or orders. (x) The Collateral Custodian may at any time resign under this Agreement by giving not less than sixty (60) days prior written notice thereof to each party to this Agreement. Promptly after receipt of such notice and for so long as no Servicer Default has occurred and is continuing, the Servicer shall select a successor Collateral Custodian with the written consent of the Agent. No resignation or removal of the Collateral Custodian shall become effective until the acceptance of a successor collateral custodian hereunder; provided, that, if a successor Collateral Custodian is not selected within such 60-day period, the Collateral Custodian may petition a court of competent jurisdiction to select a successor Collateral Custodian. (xi) In the event of a resignation or removal of the Collateral Custodian, the Collateral Custodian shall not be required to release possession of the Required Asset Documents until all amounts owed to the Collateral Custodian pursuant to this Agreement have been paid to the Collateral Custodian.

Concerning the Collateral Custodian. (i) The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which that in good faith it reasonably believes to be genuine and which that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent or (B) the verbal instructions of the Deal Agent. (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsLoans or the Loan Documents, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsLoans. The Collateral Custodian shall not be obligated to take any legal action hereunder which that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsLoans.

Concerning the Collateral Custodian. (i) The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent Administrator or (B) the verbal instructions of the Deal AgentAdministrator. (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Contracts, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Contracts. The Collateral Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Contracts.

Concerning the Collateral Custodian. (i) The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected by in acting upon (A) the written instructions of any designated officer of the Deal Agent (and shall provide a copy thereof to the Seller) or (B) the verbal instructions of the Deal Agent, which the Collateral Custodian shall promptly confirm in writing (and shall provide a copy thereof to the Seller). (ii) The Collateral Custodian may consult counsel satisfactory to it and the written advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or 61 67 law, or for anything which it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission. (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the ContractsLoans, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the ContractsLoans. The Collateral Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (vi) The Except for overhead and general administrative expenses, the Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the ContractsLoans.