Common use of Custodial Duties Clause in Contracts

Custodial Duties. The Custodian shall act as collateral agent for the Secured Parties and as custodian for the Borrower, and take and retain custody of the Loan Asset Files and all other Collateral 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 Loan Asset File, the 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 Loan Asset File and the related Loan Asset Checklist, the Custodian shall review the related Loan Asset Documents to verify that each Loan Asset Document listed on the Loan Asset Checklist has been received, is executed (where applicable) and has no missing or mutilated pages and that each Underlying Note with respect to each Loan Asset (other than a Noteless Loan Asset) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Loan Assets) that such Loan Asset is referenced on the related Schedule of 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 Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Asset Documents in a Loan Asset File. In order to facilitate the foregoing review by the Custodian, in connection with each delivery of Loan Asset Files hereunder to the Custodian, the Manager shall provide to the Custodian an electronic file in a mutually acceptable electronic format that contains the related Schedule of Loan Assets. If, at the conclusion of such review, the Custodian shall determine that any such 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 Loan Asset Document listed on the Loan Asset Checklist is missing from the Loan Asset File or that any such Loan Asset Document received in the Loan Asset File is not listed on the related Loan Asset Checklist, the 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 Custodian’s delivery of such report, the Custodian shall return any Loan Asset File not referenced on such Schedule of Loan Assets to the Borrower. Other than the foregoing, the Custodian shall not have any responsibility for reviewing any Loan Asset File. In taking and retaining custody of the Loan Asset Files, the Custodian shall be acting as the agent of the Administrative Agent and the other Secured Parties; provided that the Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Asset Files or the instruments therein; provided further that the Custodian’s duties as agent for the Administrative Agent and the other Secured Parties shall be limited to those expressly contemplated herein. All Loan Asset Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified to the Administrative Agent and the Borrower by the Custodian in a written notice delivered at least 45 days prior to such change. All 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 Loan Asset Files shall be clearly segregated from any other documents or instruments maintained by the Custodian. The Custodian shall clearly indicate that such Loan Asset Files are the sole property of Borrower, subject to the security interest of the Administrative Agent on behalf of the Secured Parties. In performing its duties, the 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 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 as custodian in accordance with the term of this Agreement in order for the Administrative Agent to perfect its Lien thereon. Notwithstanding anything to the contrary contained herein, the Loan Asset Files shall at all times be subject to inspection by (i) the SEC through its authorized employees or agents, accompanied, unless otherwise directed by order of the SEC, by one or more officers of the Performance Guarantor and (ii) the Performance Guarantor’s independent registered public accounting firm.

Custodial Duties. The Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for the Borrower, and take and retain custody of the Loan Asset Contract Files and all other Collateral delivered 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 Loan Asset File, Deal Agent as agent for the Custodian shall deliver to the Administrative Agent a custodial receipt in form of Exhibit G heretoPurchasers. Within five Business Days of its receipt of any Loan Asset File and the related Loan Asset ChecklistContract File, the Collateral Custodian shall review the related Loan Asset Documents Contract to verify that each Loan Asset Document listed on the Loan Asset 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 Loan Asset (other than a Noteless Loan Asset) 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 Loan AssetsLessee name) that such Loan Asset Contract is referenced on the related Schedule list of 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 Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Asset Documents in a Loan Asset FileContracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Loan Asset Contract Files hereunder to the Collateral Custodian, the Manager Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Loan AssetsContracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that any such Loan Asset 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 required, that any Loan Asset Document listed referenced on the Loan Asset Checklist is missing from the Loan Asset File or that any such Loan Asset Document received in the Loan Asset File is not listed on the related Loan Asset Checklistlist of Contracts, the Collateral 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 Collateral Custodian’s 's delivery of such report, the Collateral Custodian shall return any Loan Asset File Contract not referenced on such Schedule list of Loan Assets Contracts to the BorrowerSeller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Loan Asset Contract File. In taking and retaining custody of the Loan Asset Contract Files, the 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 Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Asset Contract Files or the instruments therein; provided further , and provided, further, that the Collateral Custodian’s 's duties as agent for the Administrative Agent and the other Secured Parties shall be limited to those expressly contemplated herein. All Loan Asset Contract Files shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Asset 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 Loan Asset Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Loan Asset 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 Administrative Deal Agent on behalf of the Secured PartiesPurchasers. In performing its duties, the 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 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 Collateral Custodian’s obligations with respect thereto shall be limited to holding such Collateral as 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 Custodian Trustee shall act as collateral agent for the Secured Parties and as custodian for the Borrowerfor, and take and retain custody of the Loan Asset Collateral Debt Obligation Files and all other Collateral 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 Loan Asset Collateral Debt Obligation File, the Custodian 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 Loan Asset Collateral Debt Obligation File and the related Loan Asset Collateral Debt Obligation Checklist, the Custodian Trustee shall review the related Loan Asset Collateral Debt Obligation Documents to verify that each Loan Asset Collateral Debt Obligation Document listed on the Loan Asset 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 Loan Asset Collateral Debt Obligation (other than a Noteless Loan AssetCollateral Debt Obligation) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Loan AssetsCollateral Debt Obligations) that such Loan Asset Collateral Debt Obligation is referenced on the related Schedule of Loan Assets 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 Custodian Trustee may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Asset Collateral Debt Obligation Documents in a Loan Asset Collateral Debt Obligation File. In order to facilitate the foregoing review by the CustodianTrustee, in connection with each delivery of Loan Asset Collateral Debt Obligation Files hereunder to the CustodianTrustee, the Manager Servicer shall provide to the Custodian Trustee an electronic file in a mutually acceptable electronic format that contains the related Schedule of Loan AssetsCollateral Debt Obligations. If, at the conclusion of such review, the Custodian Trustee shall determine that any such Loan Asset 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 Loan Asset Collateral Debt Obligation Document listed on the Loan Asset Collateral Debt Obligation Checklist is missing from the Loan Asset Collateral Debt Obligation File or that any such Loan Asset Collateral Debt Obligation Document received in the Loan Asset Collateral Debt Obligation File is not listed on the related Loan Asset Collateral Debt Obligation Checklist, the Custodian 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 CustodianTrustee’s delivery of such report, the Custodian Trustee shall return any Loan Asset Collateral Debt Obligation File not referenced on such Schedule of Loan Assets Collateral Debt Obligations to the Borrower. Other than the foregoing, the Custodian Trustee shall not have any responsibility for reviewing any Loan Asset Collateral Debt Obligation File. In taking and retaining custody of the Loan Asset Collateral Debt Obligation Files, the Custodian Trustee shall be acting as the agent of the Administrative Agent and the other Secured Parties; provided that the Custodian Trustee makes no representations as to the existence, perfection or priority of any Lien on the Loan Asset Collateral Debt Obligation Files or the instruments therein; provided further that the CustodianTrustee’s duties as agent for the Administrative Agent and the other Secured Parties shall be limited to those expressly contemplated herein. All Loan Asset Collateral Debt Obligation Files shall be kept in fire-resistant vaults or cabinets at the locations specified on Schedule IV VI attached hereto, or at such other office as shall be specified to the Administrative Agent and the Borrower by the Custodian Trustee in a written notice delivered at least 45 days prior to such change. All Loan Asset 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 Loan Asset Collateral Debt Obligation Files shall be clearly segregated from any other documents or instruments maintained by the CustodianTrustee. The Custodian Trustee shall clearly indicate that such Loan Asset Collateral Debt Obligation Files are the sole property of Borrower, subject to the security interest of the Administrative Agent Trustee on behalf of the Secured Parties. In performing its duties, the Custodian 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 Custodian Trustee shall have no power or authority to assign, hypothecate or otherwise dispose of Loan Asset Collateral Debt Obligation 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 as custodian in accordance with the term of this Agreement in order for the Administrative Agent to perfect its Lien thereon. Notwithstanding anything to the contrary contained herein, the Loan Asset Files shall at all times be subject to inspection by (i) the SEC through its authorized employees or agents, accompanied, unless otherwise directed by order of the SEC, by one or more officers of the Performance Guarantor and (ii) the Performance Guarantor’s independent registered public accounting firm.

Custodial Duties. The Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for the Borrower, and take and retain custody of the Loan Asset Contract Files and all other Collateral delivered 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 Loan Asset File, the 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 Loan Asset File and the related Loan Asset ChecklistContract File, the Collateral Custodian shall review the related Loan Asset Documents Contract to verify that each Loan Asset Document listed on the Loan Asset 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 Loan Asset (other than a Noteless Loan Asset) 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 Loan AssetsLessee name) that such Loan Asset Contract is referenced on the related Schedule list of 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 Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Asset Documents in a Loan Asset FileContracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Loan Asset Contract Files hereunder to the Collateral Custodian, the Manager Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Loan AssetsContracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that any such Loan Asset 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 required, that any Loan Asset Document listed referenced on the Loan Asset Checklist is missing from the Loan Asset File or that any such Loan Asset Document received in the Loan Asset File is not listed on the related Loan Asset Checklistlist of Contracts, the Collateral 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 Collateral Custodian’s 's delivery of such report, the Collateral Custodian shall return any Loan Asset File Contract not referenced on such Schedule list of Loan Assets Contracts to the BorrowerSeller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Loan Asset Contract File. In taking and retaining custody of the Loan Asset Contract Files, the 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 Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Asset Contract Files or the instruments therein; provided further , and provided, further, that the Collateral Custodian’s 's duties as agent for the Administrative Agent and the other Secured Parties shall be limited to those expressly contemplated herein. All Loan Asset Contract Files shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Asset 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 Loan Asset Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Loan Asset 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 Administrative Deal Agent on behalf of the Secured Parties. In performing its duties, the 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 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 Collateral Custodian’s obligations with respect thereto shall be limited to holding such Collateral as custodian in accordance with the term of this Agreement in order for the Administrative Agent to perfect its Lien thereon. Notwithstanding anything to the contrary contained herein, the Loan Asset Files shall at all times be subject to inspection by (i) the SEC through its authorized employees or agents, accompanied, unless otherwise directed by order of the SEC, by one or more officers of the Performance Guarantor and (ii) the Performance Guarantor’s independent registered public accounting firm.

Custodial Duties. The Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for the Borrower, and take and retain custody of the Loan Asset Custodian's Contract Files and all other Collateral delivered 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 Loan Asset File, the 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 Loan Asset File and the related Loan Asset ChecklistCustodian's Contract File, the Collateral Custodian shall review the related Loan Asset Documents Contract to verify that each Loan Asset Document listed on the Loan Asset 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 Loan Asset (other than a Noteless Loan Asset) 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 Loan AssetsLessee name) that such Loan Asset Contract is referenced on the related Schedule list of 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 Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Asset Documents in a Loan Asset FileContracts. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Loan Asset Custodian's Contract Files hereunder to the Collateral Custodian, the Manager Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Loan AssetsContracts or which otherwise contains the Contract number and the name of the Lessee with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that any such Loan Asset 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 required, that any Loan Asset Document listed referenced on the Loan Asset Checklist is missing from the Loan Asset File or that any such Loan Asset Document received in the Loan Asset File is not listed on the related Loan Asset Checklistlist of Contracts, the Collateral 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 Collateral Custodian’s 's delivery of such report, the Collateral Custodian shall return any Loan Asset Contract File not referenced on such Schedule list of Loan Assets Contracts to the BorrowerSeller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Loan Asset Custodian's Contract File. In taking and retaining custody of the Loan Asset Custodian's Contract Files, the 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 Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Loan Asset Custodian's Contract Files or the instruments therein; provided further , and provided, further, that the Collateral Custodian’s 's duties as agent for the Administrative Agent and the other Secured Parties shall be limited to those expressly contemplated herein. All Loan Asset Custodian's Contract Files shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule IV attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Loan Asset 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 Loan Asset Custodian's Contract Files shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Loan Asset 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 Administrative Deal Agent on behalf of the Secured Parties. In performing its duties, the 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 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 Collateral Custodian’s obligations with respect thereto shall be limited to holding such Collateral as custodian in accordance with the term of this Agreement in order for the Administrative Agent to perfect its Lien thereon. Notwithstanding anything to the contrary contained herein, the Loan Asset Files shall at all times be subject to inspection by (i) the SEC through its authorized employees or agents, accompanied, unless otherwise directed by order of the SEC, by one or more officers of the Performance Guarantor and (ii) the Performance Guarantor’s independent registered public accounting firm.

Custodial Duties. The Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for the Borrower, and take and retain custody of the Required Loan Asset Files and all other Collateral Documents delivered 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 Loan Asset File, the 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 Required Loan Asset File and the related Loan Asset ChecklistDocument, the Collateral Custodian shall review the related Required Loan Asset Documents to verify that each such Required Loan Asset Document listed on the Loan Asset Checklist has 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 Loan Asset (other than a Noteless Loan Asset) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Loan Assets) that such Loan Asset is referenced on the related Schedule list of Loan Assets 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 Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Asset Documents in a Loan Asset Filerelated Purchase Certificate. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Required Loan Asset Files Documents hereunder to the Collateral Custodian, the Manager Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Required Loan AssetsDocuments 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 Collateral Custodian shall determine that any such Required Loan Asset Document Documents are not executed or in proper form on its face, or that the respective Loan is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any referenced on such list of Required Loan Asset Document listed on the Loan Asset Checklist is missing from the Loan Asset File or that any such Loan Asset Document received in the Loan Asset File is not listed on the related Loan Asset ChecklistDocuments, the Collateral 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 Collateral Custodian’s 's delivery of such report, the Collateral Custodian shall return any Required Loan Asset File Documents not referenced on such Schedule list of Loan Assets Loans to the BorrowerSeller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Required Loan Asset FileDocuments. In taking and retaining custody of the Required Loan Asset FilesDocuments, the 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 Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Required Loan Asset Files Documents or the instruments therein; provided further , and provided, further, that the Collateral Custodian’s 's duties as agent for the Administrative Agent and the other Secured Parties shall be limited to those expressly contemplated herein. All Required Loan Asset Files Documents shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule IV V attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Required Loan Asset Files 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 Required Loan Asset Files Documents shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall clearly indicate that such Required Loan Asset Files 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 Administrative Deal Agent on behalf of the Secured Parties. In performing its duties, the 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 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 Collateral Custodian’s obligations with respect thereto shall be limited to holding such Collateral as custodian in accordance with the term of this Agreement in order for the Administrative Agent to perfect its Lien thereon. Notwithstanding anything to the contrary contained herein, the Loan Asset Files shall at all times be subject to inspection by (i) the SEC through its authorized employees or agents, accompanied, unless otherwise directed by order of the SEC, by one or more officers of the Performance Guarantor and (ii) the Performance Guarantor’s independent registered public accounting firm.

Custodial Duties. The Collateral Custodian shall act as collateral agent for the Secured Parties and as custodian for the Borrower, and take and retain custody of the Required Loan Asset Files and all other Collateral Documents delivered 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 Loan Asset File, the 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 Required Loan Asset File and the related Loan Asset ChecklistDocument, the Collateral Custodian shall review the related Required Loan Asset Documents to verify that each such Required Loan Asset Document listed on the Loan Asset Checklist has 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 Loan Asset (other than a Noteless Loan Asset) is an original note, and to confirm (in reliance on the Obligor name and other identifying information listed on the Schedule of Loan Assets) that such Loan Asset is referenced on the related Schedule list of Loan Assets 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 Custodian may fulfill its obligations hereunder by accepting and reviewing copies of all Loan Asset Documents in a Loan Asset Filerelated Purchase Certificate. In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Required Loan Asset Files Documents hereunder to the Collateral Custodian, the Manager Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a mutually acceptable electronic format comparable format) that contains the related Schedule list of Required Loan AssetsDocuments 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 Collateral Custodian shall determine that any such Required Loan Asset Document Documents are not executed or in proper form on its face, or that the respective Loan is not executed (where applicable), is missing pages or has mutilated pages, that any Underlying Note is not an original as required, that any referenced on such list of Required Loan Asset Document listed on the Loan Asset Checklist is missing from the Loan Asset File or that any such Loan Asset Document received in the Loan Asset File is not listed on the related Loan Asset ChecklistDocuments, the Collateral 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 Collateral Custodian’s 's delivery of such report, the Collateral Custodian shall return any Required Loan Asset File Documents not referenced on such Schedule list of Loan Assets Loans to the BorrowerSeller. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Required Loan Asset FileDocuments. In taking and retaining custody of the Required Loan Asset FilesDocuments, the 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 Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Required Loan Asset Files Documents or the instruments therein; provided further , and provided, further, that the Collateral Custodian’s 's duties as agent for the Administrative Agent and the other Secured Parties shall be limited to those expressly contemplated herein. All Required Loan Asset Files Documents shall be kept in fire-resistant fireproof vaults or cabinets at the locations specified on Schedule IV V attached hereto, or at such other office as shall be specified to the Administrative Deal Agent and the Borrower by the Collateral Custodian in a written notice delivered at least 45 days prior to such change. All Required Loan Asset Files Documents shall be segregated with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Loan Asset Files shall be clearly segregated from any other documents or instruments maintained by the Custodian. The Custodian shall clearly indicate that such Loan Asset Files are the sole property of Borrower, subject to the security interest of the Administrative Agent on behalf of the Secured Parties. In performing its duties, the 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 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 as 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.placed