Common use of Custodial Duties Clause in Contracts

Custodial Duties. The Trustee shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Collateral Debt Obligation Files delivered by, the Borrower or on its behalf pursuant to Section 5.4 in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Secured Parties. Within one Business Day of receipt of any such Collateral Debt Obligation File, the Trustee shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation File and the related Collateral Debt Obligation Checklist, the Trustee shall review the related Collateral Debt Obligation Documents to verify that each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Collateral Debt Obligations) that such Collateral Debt Obligation is referenced on the related Schedule of Collateral Debt Obligations and shall, each calendar month on the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Collateral Debt Obligation 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 Schedule of Collateral Debt Obligations. If, at the conclusion of such review, the Trustee shall determine that any such Collateral Debt Obligation 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 Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not listed on the related Collateral Debt Obligation Checklist, the Trustee shall promptly notify the Borrower and the Administrative 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 Administrative Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Collateral Debt Obligation File not referenced on such Schedule of Collateral Debt Obligations to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Collateral Debt Obligation File. In taking and retaining custody of the Collateral Debt Obligation Files, the Trustee shall be acting as the agent of the Administrative 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 Collateral Debt Obligation Files or the instruments therein; provided further that the Trustee’s duties as Administrative Agent shall be limited to those expressly contemplated herein. All Collateral Debt Obligation Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule VI attached hereto, or at such other office as shall be specified to the Administrative Agent and the Borrower by the Trustee in a written notice delivered at least 45 days prior to such change. All Collateral Debt Obligation Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Collateral Debt Obligation Files shall be clearly segregated from any other documents or instruments maintained by the Trustee. The Trustee shall clearly indicate that such Collateral Debt Obligation 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 files that it holds as custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Collateral Debt Obligation Files.

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

Custodial Duties. The Trustee Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for, and take and retain ---------------- custody of the Collateral Debt Obligation Files Required Loan Documents delivered by, by the Borrower or on its behalf pursuant to Section 5.4 Seller in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties Purchasers and subject to the Lien thereon in favor of the Deal Agent as agent for the Secured Parties. Within one Business Day of receipt of any such Collateral Debt Obligation File, the Trustee shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation File and the related Collateral Debt Obligation ChecklistRequired Loan Document, the Trustee Collateral Custodian shall review the related Collateral Debt Obligation Required Loan Documents to verify that each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist has such Required Loan Documents have been received, is executed (where applicable) and has have no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Collateral Debt Obligations) that such Collateral Debt Obligation Loan is referenced on the related Schedule list of Collateral Debt Obligations and shall, each calendar month on Loans delivered in connection with the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation Filerelated Purchase Certificate. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Collateral Debt Obligation Files Required Loan Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Collateral Debt ObligationsRequired Loan Documents or which 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 Collateral Debt Obligation Document Required Loan Documents are not executed or in proper form on its face, or that the respective Loan is not executed (where applicable)referenced on such list of Required Loan Documents, is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not listed on the related Collateral Debt Obligation Checklist, the Trustee Custodian shall promptly notify the Borrower Seller and the Administrative 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 of Required Loan Documents, that such Required Loan Documents have missing or mutilated pages, or the foregoing defects as may existfact that such Loan was not referenced on the related list. In addition, unless instructed otherwise in writing by the Borrower and Seller or the Administrative Deal Agent within ten 10 days of the Trustee’s Collateral Custodian's delivery of such report, the Trustee Collateral Custodian shall return any Collateral Debt Obligation File Required Loan Documents not referenced on such Schedule list of Collateral Debt Obligations Loans to the BorrowerSeller. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Collateral Debt Obligation FileRequired Loan Documents. In taking and retaining custody of the Collateral Debt Obligation FilesRequired Loan Documents, the Trustee Collateral Custodian shall be deemed to be acting as the agent of the Administrative Deal Agent as agent for the Purchasers and 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 Collateral Debt Obligation Files Required Loan Documents or the instruments therein; provided further , and provided, further, that the Trustee’s Collateral Custodian's duties as Administrative Agent agent shall be -------- ------- limited to those expressly contemplated herein. All Collateral Debt Obligation Files Required Loan Documents shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule VI V attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Collateral Debt Obligation Files Required Loan Documents 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 Collateral Debt Obligation Files Required Loan 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 Collateral Debt Obligation Files Required Loan Documents are the sole property of Borrower, subject the Purchasers and that the Seller has granted an interest therein 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 files that contracts 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 Collateral Debt Obligation FilesCustodian.

Custodial Duties. (a) The Trustee shall act as collateral agent for Owner hereby appoints the Secured Parties and Custodian as custodian forof the Custodial Assets pursuant to the terms of this Agreement and the Custodian accepts such appointment. The Custodian hereby agrees to accept the Custodial Assets delivered to the Custodian by the Owner pursuant to the terms hereof, and take agrees to hold, release and retain custody of transfer the Collateral Debt Obligation Files delivered by, the Borrower or on its behalf pursuant to Section 5.4 same in accordance with the terms and conditions provisions of this Agreement, all for . There shall be a non-interest bearing securities account established by the benefit Custodian on behalf of the Secured Parties Owner which will be designated the “Gxxxx Capital Private Credit Fund - Custodial Account” (referred to herein as the “Custody Account”) and into which the Custodial Assets shall be held and which shall be governed by and subject to the Lien thereon in favor of the Secured Parties. Within one Business Day of receipt of any such Collateral Debt Obligation File, the Trustee shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation File and the related Collateral Debt Obligation Checklist, the Trustee shall review the related Collateral Debt Obligation Documents to verify that each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Collateral Debt Obligations) that such Collateral Debt Obligation is referenced on the related Schedule of Collateral Debt Obligations and shall, each calendar month on the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Collateral Debt Obligation 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 Schedule of Collateral Debt Obligations. If, at the conclusion of such review, the Trustee shall determine that any such Collateral Debt Obligation 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 Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not listed on the related Collateral Debt Obligation Checklist, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may existthis Agreement. In addition, unless instructed otherwise in writing on and after the date hereof, the Custodian may establish any number of subaccounts to the Custody Account deemed necessary or appropriate by the Borrower Custodian and the Administrative Agent within ten days Owner in administering the Custody Account, including any sub-account necessary for Custodial Assets denominated in a foreign currency (each such subaccount, a “Subaccount” and collectively with the Custody Account, the “Account”). The Custodial Assets shall only include assets denominated in U.S. Dollars and any other foreign currency agreed to by the Custodian. All Custodial Assets to be delivered in physical form to the Custodian shall be delivered to the address set forth in Section 8 hereof and all Custodial Assets to be delivered in book-entry form to the Custodian shall be delivered in accordance with delivery instructions separately provided by the Custodian. The Custodian shall not be responsible for any other assets of the Trustee’s Owner held or received by the Owner or others or any assets not delivered to Custodian as set forth herein and accepted by the Custodian as hereinafter provided. The Custodian shall have no obligation to accept or hold any security or other asset pursuant to the terms of this agreement to the extent it reasonably determines that such security or asset does not fall within the definition of “Custodial Asset” or holding such security or asset would violate any law, rule, regulation or internal policy applicable to the Custodian. For the avoidance of doubt, other than delivery of such reportthe physical certificate in the possession of the Custodian to the Owner, the Trustee Custodian shall return have no obligations in connection with the transfer or re-registration of any Collateral Debt Obligation File not referenced on physical certificates representing Custodial Assets in connection with any transfer thereof and the Owner shall be responsible for all aspects of transferring and re-registering such Schedule of Collateral Debt Obligations Custodial Assets. Custodial Assets or proceeds thereof shall be withdrawn from and credited to the BorrowerAccount only upon Proper Instructions. Other than Custodian shall be entitled to utilize agents and /or sub-custodians to the foregoingextent possible in connection with its performance hereunder, including the Trustee shall not have any responsibility for reviewing any Collateral Debt Obligation File. In taking and retaining custody establishment of the Collateral Debt Obligation FilesAccount, and Custodian shall identify on its books and records the Trustee shall be acting as the agent of the Administrative Agent and the other Secured Parties; provided that the Trustee makes no representations as Custodial Assets belonging to the existenceOwner, perfection whether held directly or priority of any Lien on the Collateral Debt Obligation Files indirectly through agents or the instruments therein; provided further that the Trustee’s duties as Administrative Agent shall be limited to those expressly contemplated herein. All Collateral Debt Obligation Files shall be kept in firesub-resistant vaults or cabinets at the locations specified on Schedule VI attached hereto, or at such other office as shall be specified to the Administrative Agent and the Borrower by the Trustee in a written notice delivered at least 45 days prior to such change. All Collateral Debt Obligation Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Collateral Debt Obligation Files shall be clearly segregated from any other documents or instruments maintained by the Trusteecustodians. The Trustee shall clearly indicate that such Collateral Debt Obligation Files are Custodian will take 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 following actions with respect to similar files any sub-custodian utilized hereunder: (i) annually assess the financial condition of such sub-custodian by reviewing its publicly available financial information, (ii) on a daily basis monitoring the performance by such sub-custodian of its duties relative to the services hereunder, and (iii) confirming on an annual basis that it holds such sub-custodian is licensed to act as a sub-custodian in its relevant market. ‎ The Custodian will be liable to the Owner for others. Except the gross negligence and willful misconduct of its sub-custodians as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Collateral Debt Obligation Files.if ‎it had committed such acts and omissions itself.‎

Custodial Duties. The Trustee Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Collateral Debt Obligation Files Required Loan Documents delivered by, by the Borrower or on its behalf pursuant to Section 5.4 Seller in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties Purchasers and subject to the Lien thereon in favor of the Deal Agent as agent for the Secured Parties. Within one Business Day of receipt of any such Collateral Debt Obligation File, the Trustee shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation File and the related Collateral Debt Obligation ChecklistRequired Loan Document, the Trustee Collateral Custodian shall review the related Collateral Debt Obligation Required Loan Documents to verify that each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist has such Required Loan Documents have been received, is executed (where applicable) and has have no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Collateral Debt Obligations) that such Collateral Debt Obligation Loan is referenced on the related Schedule list of Collateral Debt Obligations and shall, each calendar month on Loans delivered in connection with the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation Filerelated Purchase Certificate. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Collateral Debt Obligation Files Required Loan Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Collateral Debt ObligationsRequired Loan Documents or which 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 Collateral Debt Obligation Document Required Loan Documents are not executed or in proper form on its face, or that the respective Loan is not executed (where applicable)referenced on such list of Required Loan Documents, is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not listed on the related Collateral Debt Obligation Checklist, the Trustee Custodian shall promptly notify the Borrower Seller and the Administrative 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 of Required Loan Documents, that such Required Loan Documents have missing or mutilated pages, or the foregoing defects as may existfact that such Loan was not referenced on the related list. In addition, unless instructed otherwise in writing by the Borrower and Seller or the Administrative Deal Agent within ten 10 days of the Trustee’s Collateral Custodian's delivery of such report, the Trustee Collateral Custodian shall return any Collateral Debt Obligation File Required Loan Documents not referenced on such Schedule list of Collateral Debt Obligations Loans to the BorrowerSeller. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Collateral Debt Obligation FileRequired Loan Documents. In taking and retaining custody of the Collateral Debt Obligation FilesRequired Loan Documents, the Trustee Collateral Custodian shall be deemed to be acting as the agent of the Administrative Deal Agent as agent for the Purchasers and 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 Collateral Debt Obligation Files Required Loan Documents or the instruments therein; provided further , and provided, further, that the Trustee’s Collateral Custodian's duties as Administrative Agent agent shall be limited to those expressly contemplated herein. All Collateral Debt Obligation Files Required Loan Documents shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule VI V attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Collateral Debt Obligation Files Required Loan Documents shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Collateral Debt Obligation Files shall be clearly segregated from any other documents or instruments maintained by the Trustee. The Trustee shall clearly indicate that such Collateral Debt Obligation 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 files that it holds as custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Collateral Debt Obligation Files.placed

Custodial Duties. The Trustee Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Collateral Debt Obligation Custodian's Contract Files delivered by, by the Borrower or on its behalf Seller pursuant to Section 5.4 3.3 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 receipt of any such Collateral Debt Obligation File, the Trustee shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation File and the related Collateral Debt Obligation ChecklistCustodian's Contract File, the Trustee Collateral Custodian shall review the related Collateral Debt Obligation Documents Contract to verify that each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist such Contract has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name related contract number and other identifying information listed on the Schedule of Collateral Debt ObligationsLessee name) that such Collateral Debt Obligation Contract is referenced on the related Schedule list of Collateral Debt Obligations and shall, each calendar month on the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation FileContracts. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Collateral Debt Obligation Custodian's Contract Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Collateral Debt ObligationsContracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Trustee Collateral Custodian shall determine that any such Collateral Debt Obligation Document Contract 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 requiredreferenced on such list of Contracts, that any Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not listed on the related Collateral Debt Obligation Checklist, the Trustee Custodian shall promptly within two (2) Business Days notify the Borrower Seller and the Administrative 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 Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of the foregoing defects as may existContracts. In addition, unless instructed otherwise in writing by the Borrower and Seller or the Administrative Deal Agent within ten 10 days of the Trustee’s Collateral Custodian's delivery of such report, the Trustee Collateral Custodian shall return any Collateral Debt Obligation Contract File not referenced on such Schedule list of Collateral Debt Obligations Contracts to the BorrowerSeller. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Collateral Debt Obligation Custodian's Contract File. In taking and retaining custody of the Collateral Debt Obligation Custodian's Contract Files, the Trustee Collateral Custodian shall be deemed to be acting as the agent of the Administrative 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 Collateral Debt Obligation Custodian's Contract Files or the instruments therein; provided further , and provided, further, that the Trustee’s Collateral Custodian's duties as Administrative Agent agent shall be limited to those expressly contemplated herein. All Collateral Debt Obligation Custodian's Contract Files shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule VI IV attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Collateral Debt Obligation Custodian's Contract 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 Collateral Debt Obligation Custodian's Contract 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 Collateral Debt Obligation Custodian's Contract Files are the sole property of Borrower, subject the Seller and that the Seller has granted an interest therein 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 files that Contracts 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 Collateral Debt Obligation FilesCustodian.

Custodial Duties. The Trustee Custodian shall act as collateral agent for the Secured Parties and as custodian forfor the Borrower, and take and retain custody of the Loan Asset Files and all other Collateral Debt Obligation Files delivered by, by the Borrower or on its behalf pursuant to Section 5.4 in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Secured Parties. Within one Business Day of receipt of any such Collateral Debt Obligation Loan Asset File, the Trustee Custodian shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation Loan Asset File and the related Collateral Debt Obligation Loan Asset Checklist, the Trustee Custodian shall review the related Collateral Debt Obligation Loan Asset Documents to verify that each Collateral Debt Obligation Loan Asset Document listed on the Collateral Debt Obligation Loan Asset Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation Loan Asset (other than a Noteless Collateral Debt ObligationLoan Asset) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Collateral Debt ObligationsLoan Assets) that such Collateral Debt Obligation Loan Asset is referenced on the related Schedule of Collateral Debt Obligations Loan Assets and shall, each calendar month on the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Loan Asset Documents in a Collateral Debt Obligation Loan Asset File. In order to facilitate the foregoing review by the TrusteeCustodian, in connection with each delivery of Collateral Debt Obligation Loan Asset Files hereunder to the TrusteeCustodian, the Servicer Manager shall provide to the Trustee Custodian an electronic file in a mutually acceptable electronic format that contains the related Schedule of Collateral Debt ObligationsLoan Assets. If, at the conclusion of such review, the Trustee Custodian shall determine that any such Collateral Debt Obligation Loan Asset 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 Collateral Debt Obligation Loan Asset Document listed on the Collateral Debt Obligation Loan Asset Checklist is missing from the Collateral Debt Obligation Loan Asset File or that any such Collateral Debt Obligation Loan Asset Document received in the Collateral Debt Obligation Loan Asset File is not listed on the related Collateral Debt Obligation Loan Asset Checklist, the Trustee 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, such of the foregoing defects as may exist. In addition, unless instructed otherwise in writing by the Borrower and the Administrative Agent within ten days of the TrusteeCustodian’s delivery of such report, the Trustee Custodian shall return any Collateral Debt Obligation Loan Asset File not referenced on such Schedule of Collateral Debt Obligations Loan Assets to the Borrower. Other than the foregoing, the Trustee Custodian shall not have any responsibility for reviewing any Collateral Debt Obligation Loan Asset File. In taking and retaining custody of the Collateral Debt Obligation Loan Asset Files, the Trustee Custodian shall be acting as the agent of the Administrative Agent and the other Secured Parties; provided that the Trustee Custodian makes no representations as to the existence, perfection or priority of any Lien on the Collateral Debt Obligation Loan Asset Files or the instruments therein; provided further that the TrusteeCustodian’s duties as agent for the Administrative Agent and the other Secured Parties shall be limited to those expressly contemplated herein. All Collateral Debt Obligation Loan Asset Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule VI IV attached hereto, or at such other office as shall be specified to the Administrative Agent and the Borrower by the Trustee Custodian in a written notice delivered at least 45 days prior to such change. All Collateral Debt Obligation Loan Asset Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Collateral Debt Obligation Loan Asset Files shall be clearly segregated from any other documents or instruments maintained by the TrusteeCustodian. The Trustee Custodian shall clearly indicate that such Collateral Debt Obligation Loan Asset 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 Custodian shall use the same degree of care and attention as it employs with respect to similar files that it holds as custodian for others. Except as otherwise provided herein, the Trustee Custodian shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Asset Files. Without limiting the 77 foregoing, the Custodian shall act as custodian for the Secured Parties, and take and retain custody of any securities or instruments evidencing the CLO Equity and any Supplemental Interests delivered by the Borrower or on its behalf pursuant to Section 5.4 in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Secured Parties; provided that the Custodian’s obligations with respect thereto shall be limited to holding such Collateral Debt Obligation Filesas custodian in accordance with the term of this Agreement in order for the Administrative Agent to perfect its Lien thereon. Notwithstanding anything to the contrary contained herein, the Loan Asset Files shall at all times be subject to inspection by (i) the SEC through its authorized employees or agents, accompanied, unless otherwise directed by order of the SEC, by one or more officers of the Performance Guarantor and (ii) the Performance Guarantor’s independent registered public accounting firm.

Custodial Duties. (a) The Trustee shall act as collateral agent for Owner hereby appoints the Secured Parties and Custodian as custodian forof the Custodial Assets pursuant to the terms of this Agreement and the Custodian accepts such appointment. The Custodian hereby agrees to accept the Custodial Assets delivered to the Custodian by or at the direction of the Owner pursuant to the terms hereof, and take agrees to hold, release and retain custody of transfer the Collateral Debt Obligation Files delivered by, the Borrower or on its behalf pursuant to Section 5.4 same in accordance with the terms and conditions provisions of this Agreement, all for . There shall be a non-interest bearing securities account established by the benefit Custodian on behalf of the Secured Parties Owner which will be designated the “Xxxx Capital Private Credit – Custodial Account (referred to herein as the “Custody Account”) and into which the Custodial Assets shall be held and which shall be governed by and subject to the Lien thereon in favor of the Secured Parties. Within one Business Day of receipt of any such Collateral Debt Obligation File, the Trustee shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation File and the related Collateral Debt Obligation Checklist, the Trustee shall review the related Collateral Debt Obligation Documents to verify that each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Collateral Debt Obligations) that such Collateral Debt Obligation is referenced on the related Schedule of Collateral Debt Obligations and shall, each calendar month on the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation File. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Collateral Debt Obligation 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 Schedule of Collateral Debt Obligations. If, at the conclusion of such review, the Trustee shall determine that any such Collateral Debt Obligation 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 Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not listed on the related Collateral Debt Obligation Checklist, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an exception report to such Persons setting forth, with particularity, such of the foregoing defects as may existthis Agreement. In addition, unless instructed otherwise in writing on and after the date hereof, the Custodian may establish any number of subaccounts to the Custody Account deemed necessary or appropriate by the Borrower Custodian and the Administrative Agent within ten days Owner or the Investment Advisor in administering the Custody Account (each such subaccount, a “Subaccount” and collectively with the Custody Account, the “Account”). All Custodial Assets to be delivered in physical form to the Custodian shall be delivered to the address set forth in Section 8 hereof and all Custodial Assets to be delivered in book-entry form to the Custodian shall be delivered in accordance with delivery instructions separately provided by the Custodian. The Custodian shall not be responsible for any other assets of the Trustee’s Owner held or received by the Owner or others or any assets not delivered to Custodian as set forth herein and accepted by the Custodian as hereinafter provided. The Custodian shall have no obligation to accept or hold any security or other asset pursuant to the terms of this agreement to the extent it reasonably determines that such security or asset does not fall within the definition of “Custodial Asset” or holding such security or asset would violate any law, rule, regulation or internal policy applicable to the Custodian. For the avoidance of doubt, other than delivery of such reportthe physical certificate in the possession of the Custodian to the Owner, the Trustee Custodian shall return have no obligations in connection with the transfer or re-registration of any Collateral Debt Obligation File not referenced on physical certificates representing Custodial Assets in connection with any transfer thereof and the Owner shall be responsible for all aspects of transferring or re-registering such Schedule of Collateral Debt Obligations Custodial Assets. Custodial Assets or proceeds thereof shall be withdrawn from and credited to the BorrowerAccount only upon Proper Instructions. Other than Custodian shall be entitled to utilize agents and /or sub-custodians, including a foreign sub-custodian utilized by the foregoingCustodian to hold foreign currencies or foreign currency denominated Custodial Assets hereunder (a “Foreign Sub-Custodian”), to the Trustee shall not have any responsibility for reviewing any Collateral Debt Obligation File. In taking and retaining custody extent possible in connection with its performance hereunder, including the establishment of the Collateral Debt Obligation FilesAccount, and Custodian shall identify on its books and records the Trustee shall be acting as the agent of the Administrative Agent and the other Secured PartiesCustodial Assets belonging to Owner, whether held directly or indirectly through agents, sub-custodians or Foreign Sub-Custodian; provided that the Trustee makes no representations as any such agent, sub-custodian or Foreign Sub-Custodian shall be subject to the existenceterms of this Agreement (including, perfection without limitation Section 13) and Custodian shall be liable for any breaches by such agents, sub-custodians or priority of any Lien on the Collateral Debt Obligation Files or the instruments thereinForeign Sub-Custodian; provided further that the Trustee’s duties as Administrative Agent Custodian shall only be limited to those expressly contemplated herein. All Collateral Debt Obligation Files shall be kept in fireliable for such agents, sub-resistant vaults custodians or cabinets at the locations specified on Schedule VI attached hereto, or at such other office as shall be specified Foreign Sub-Custodian to the Administrative Agent and the Borrower by the Trustee in a written notice delivered at least 45 days prior to same extent it would be liable if it performed such change. All Collateral Debt Obligation Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Collateral Debt Obligation Files shall be clearly segregated from any other documents or instruments maintained by the Trusteeservices directly. The Trustee shall clearly indicate that such Collateral Debt Obligation Files are Custodian hereby notifies the sole property of BorrowerOwner that, subject to the security interest as of the Trustee on behalf of the Secured Parties. In performing its dutiesdate hereof, the Trustee Custodian shall use the same degree of care and attention utilize Xxxxx Fargo Bank, N.A. as it employs its clearing institution with respect to similar files U.S. Dollar denominated Custodial Assets and U.S. Dollars credited to the Accounts and intends to utilize The Bank of New York Mellon as its Foreign Sub-Custodian with respect to any foreign currencies or Custodial Assets denominated in foreign currencies credited to the Accounts hereunder. The Custodian agrees that it holds as shall notify the Owner in writing in advance of using a Foreign Sub-Custodian other than The Bank of New York Mellon or another clearing institution, agent or sub-custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Collateral Debt Obligation Fileshold assets hereunder.

Custodial Duties. The Trustee Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Collateral Debt Obligation Files Required Loan Documents delivered by, by the Borrower or on its behalf pursuant to Section 5.4 Seller in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties Purchasers and subject to the Lien thereon in favor of the Deal Agent as agent for the Secured Parties. Within one Business Day of receipt of any such Collateral Debt Obligation File, the Trustee shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation File and the related Collateral Debt Obligation ChecklistRequired Loan Document, the Trustee Collateral Custodian shall review the related Collateral Debt Obligation Required Loan Documents to verify that each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist has such Required Loan Documents have been received, is executed (where applicable) and has have no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Collateral Debt Obligations) that such Collateral Debt Obligation Loan is referenced on the related Schedule list of Collateral Debt Obligations and shall, each calendar month on Loans delivered in connection with the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation Filerelated Purchase Certificate. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Collateral Debt Obligation Files Required Loan Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Collateral Debt ObligationsRequired Loan Documents or which 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 Collateral Debt Obligation Document Required Loan Documents are not executed or in proper form on its face, or that the respective Loan is not executed (where applicable)referenced on such list of Required Loan Documents, is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not listed on the related Collateral Debt Obligation Checklist, the Trustee Custodian shall promptly notify the Borrower Seller and the Administrative 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 of Required Loan Documents, that such Required Loan Documents have missing or mutilated pages, or the foregoing defects as may existfact that such Loan was not referenced on the related list. In addition, unless instructed otherwise in writing by the Borrower and Seller or the Administrative Deal Agent within ten 10 days of the Trustee’s Collateral Custodian's delivery of such report, the Trustee Collateral Custodian shall return any Collateral Debt Obligation File Required Loan Documents not referenced on such Schedule list of Collateral Debt Obligations Loans to the BorrowerSeller. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Collateral Debt Obligation FileRequired Loan Documents. In taking and retaining custody of the Collateral Debt Obligation FilesRequired Loan Documents, the Trustee Collateral Custodian shall be deemed to be acting as the agent of the Administrative Deal Agent as agent for the Purchasers and 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 Collateral Debt Obligation Files Required Loan Documents or the instruments therein; provided further , and provided, further, that the Trustee’s Collateral Custodian's duties as Administrative Agent agent shall be limited to those expressly contemplated herein. All Collateral Debt Obligation Files Required Loan Documents shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule VI V attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Collateral Debt Obligation Files Required Loan Documents 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 Collateral Debt Obligation Files Required Loan 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 Collateral Debt Obligation Files Required Loan Documents are the sole property of Borrower, subject the Purchasers and that the Seller has granted an interest therein 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 files that contracts 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 Collateral Debt Obligation FilesCustodian.

Custodial Duties. The Trustee Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Collateral Debt Obligation Contract Files delivered by, by the Borrower or on its behalf Seller pursuant to Section 5.4 3.3 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 receipt of any such Collateral Debt Obligation File, the Trustee shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation File and the related Collateral Debt Obligation ChecklistContract File, the Trustee Collateral Custodian shall review the related Collateral Debt Obligation Documents Contract to verify that each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist such Contract has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name related contract number and other identifying information listed on the Schedule of Collateral Debt ObligationsLessee name) that such Collateral Debt Obligation Contract is referenced on the related Schedule list of Collateral Debt Obligations and shall, each calendar month on the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation FileContracts. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Collateral Debt Obligation Contract Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Collateral Debt ObligationsContracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Trustee Collateral Custodian shall determine that any such Collateral Debt Obligation Document Contract 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 requiredreferenced on such list of Contracts, that any Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not listed on the related Collateral Debt Obligation Checklist, the Trustee Custodian shall promptly notify the Borrower Seller and the Administrative 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 Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of the foregoing defects as may existContracts. In addition, unless instructed otherwise in writing by the Borrower and Seller or the Administrative Deal Agent within ten 10 days of the Trustee’s Collateral Custodian's delivery of such report, the Trustee Collateral Custodian shall return any Collateral Debt Obligation File Contract not referenced on such Schedule list of Collateral Debt Obligations Contracts to the BorrowerSeller. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Collateral Debt Obligation Contract File. In taking and retaining custody of the Collateral Debt Obligation Contract Files, the Trustee Collateral Custodian shall be deemed to be acting as the agent of the Administrative 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 Collateral Debt Obligation Contract Files or the instruments therein; provided further , and provided, further, that the Trustee’s Collateral Custodian's duties as Administrative Agent agent shall be limited to those expressly contemplated herein. All Collateral Debt Obligation Contract Files shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule VI IV attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Collateral Debt Obligation Contract 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 Collateral Debt Obligation Contract 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 Collateral Debt Obligation Contract Files are the sole property of Borrower, subject the Seller and that the Seller has granted an interest therein 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 files that Contracts 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 Collateral Debt Obligation FilesCustodian.

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

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

Custodial Duties. The Trustee Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for, and take and retain custody of the Collateral Debt Obligation Contract Files delivered by, by the Borrower or on its behalf pursuant to Section 5.4 3.3 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 receipt of any such Collateral Debt Obligation File, the Trustee shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation File and the related Collateral Debt Obligation ChecklistContract File, the Trustee Collateral Custodian shall review the related Collateral Debt Obligation Documents Contract to verify that each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist such Contract has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name related contract number and other identifying information listed on the Schedule of Collateral Debt ObligationsLessee name) that such Collateral Debt Obligation Contract is referenced on the related Schedule list of Collateral Debt Obligations and shall, each calendar month on the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation FileContracts. In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Collateral Debt Obligation Contract Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Collateral Debt ObligationsContracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Trustee Collateral Custodian shall determine that any such Collateral Debt Obligation Document Contract 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 requiredreferenced on such list of Contracts, that any Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not listed on the related Collateral Debt Obligation Checklist, the Trustee Custodian shall promptly notify the Borrower and the Administrative 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 Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related list of the foregoing defects as may existContracts. In addition, unless instructed otherwise in writing by the Borrower and or the Administrative Deal Agent within ten 10 days of the Trustee’s Collateral Custodian's delivery of such report, the Trustee Collateral Custodian shall return any Collateral Debt Obligation File Contract not referenced on such Schedule list of Collateral Debt Obligations Contracts to the Borrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing any Collateral Debt Obligation Contract File. In taking and retaining custody of the Collateral Debt Obligation Files, the Trustee shall be acting as the agent of the Administrative 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 Collateral Debt Obligation Files or the instruments therein; provided further that the Trustee’s duties as Administrative Agent shall be limited to those expressly contemplated herein. All Collateral Debt Obligation Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule VI attached hereto, or at such other office as shall be specified to the Administrative Agent and the Borrower by the Trustee in a written notice delivered at least 45 days prior to such change. All Collateral Debt Obligation Files shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Collateral Debt Obligation Files shall be clearly segregated from any other documents or instruments maintained by the Trustee. The Trustee shall clearly indicate that such Collateral Debt Obligation 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 files that it holds as custodian for others. Except as otherwise provided herein, the Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Collateral Debt Obligation Files.

Custodial Duties. The Trustee Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for, and take and retain ---------------- custody of the Collateral Debt Obligation Contract Files delivered by, the Borrower or on its behalf pursuant to Section 5.4 in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties Purchasers and subject to the Lien thereon in favor of the Secured Parties. Within one Business Day of receipt of any such Collateral Debt Obligation File, Deal Agent as agent for the Trustee shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G hereto. Within five Business Days of its receipt of any Collateral Debt Obligation File and the related Collateral Debt Obligation Checklist, the Trustee shall review the related Collateral Debt Obligation Documents to verify that each Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Collateral Debt Obligation (other than a Noteless Collateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Collateral Debt Obligations) that such Collateral Debt Obligation is referenced on the related Schedule of Collateral Debt Obligations and shall, each calendar month on the date which is two Business Days prior to the Reporting Date occurring in such month, deliver to the Administrative Agent a certification in the form of Exhibit H hereto. Except as described in the preceding sentence with respect to Underlying Notes, the Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Collateral Debt Obligation Documents in a Collateral Debt Obligation FilePurchasers. In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Collateral Debt Obligation 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 Schedule of Collateral Debt Obligations. If, at the conclusion of such review, the Trustee shall determine that any such Collateral Debt Obligation 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 Collateral Debt Obligation Document listed on the Collateral Debt Obligation Checklist is missing from the Collateral Debt Obligation File or that any such Collateral Debt Obligation Document received in the Collateral Debt Obligation File is not listed on the related Collateral Debt Obligation Checklist, the Trustee shall promptly notify the Borrower and the Administrative 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 Administrative Agent within ten days of the Trustee’s delivery of such report, the Trustee shall return any Collateral Debt Obligation File not referenced on such Schedule of Collateral Debt Obligations to the Borrower. Other than the foregoing, the Trustee shall not have any responsibility for reviewing any Collateral Debt Obligation File. In so taking and retaining custody of the Collateral Debt Obligation Contract Files, the Trustee Collateral Custodian shall be deemed to be acting as the agent of the Administrative Deal Agent and as agent for the other Secured Parties; provided Purchasers, provided, however, that the Trustee Collateral -------- ------- Custodian makes no representations as to the existence, perfection or priority of any Lien on the Collateral Debt Obligation Contract Files or the instruments therein; provided further , and provided, -------- further, that the Trustee’s Collateral Custodian's duties as Administrative Agent agent shall be limited to ------- those expressly contemplated herein. All Collateral Debt Obligation Contract Files shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule VI V attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Trustee Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Collateral Debt Obligation Contract 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 Collateral Debt Obligation Contract 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 Collateral Debt Obligation Contract Files are the sole property of Borrower, subject the Seller and that the Seller has granted an interest therein to the security interest of the Trustee Deal Agent on behalf of the Secured PartiesPurchasers. In performing its duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar files that Contracts 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 Collateral Debt Obligation FilesCustodian.