Common use of Custodianship; Transfer of Loans and Permitted Investments Clause in Contracts

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c). Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Corporate Trust Office. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Custodian in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodianrequirements set forth in the definition of “Required Loan Documents”, cause the transfer delivery of such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation in accordance with its Underlying Instruments (including obtaining any necessary consents) the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9)the Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Collateral Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s its offices set forth specified in Section 5.5(c). Any successor Collateral Custodian Agent shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller Seller, and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Agent in accordance with its Underlying Instruments Section 3.2(j) and the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or (including obtaining any necessary consentswith respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian Agent to be credited by the Collateral Custodian Agent to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Agent for credit by the Collateral Custodian Agent to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Agent by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Securities Intermediary at the Corporate Trust Office and (B) causing the Collateral Custodian Securities Intermediary to maintain (on behalf of the Administrative AgentCollateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Security Certificate at its the offices set forth of the Collateral Agent specified in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all assets,” or words of similar effect) at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Collateral Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Collateral Agent, be released and the Collateral Custodian Agent shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Collateral Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices its office set forth in Section 5.5(c)) hereof. Any successor Collateral Custodian Agent shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller Seller, which satisfies the eligibility requirements set forth in Section 4.4(g) and which is a Qualified Institutionmakes the representations of the Collateral Agent set forth herein to the Borrower, the Administrative Agent and the Lenders in connection with the assumption of the Collateral Agent’s duties hereunder. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Agent in accordance with its Underlying Instruments Section 3.2(h) and the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or (including obtaining any necessary consentswith respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian Agent to be credited by the Collateral Custodian Agent to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit Agent to be credited by the Collateral Custodian Agent to the Collateral AccountAccount to the extent necessary to maintain perfection, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Agent by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Securities Intermediary at the Corporate Trust Office and (B) causing the Collateral Custodian Securities Intermediary to maintain (on behalf of the Administrative AgentCollateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Security Certificate at its offices the Collateral Agent’s office set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9)hereof; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all assets,” or words of similar effect) at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Collateral Agent (for the benefit of the Secured Parties) in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Collateral Agent, be released and the Collateral Custodian Agent shall immediately release such Collateral to, or as directed in writing by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Collateral Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices its office set forth in Section 5.5(c)) hereof. Any successor Collateral Custodian Agent shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and Seller, which is a Qualified InstitutionInstitution and which makes the representations of the Collateral Agent set forth herein to the Borrower, the Administrative Agent and the Lenders in connection with the assumption of the Collateral Agent’s duties hereunder. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Agent in accordance with its Underlying Instruments Section 3.2(i) and the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or (including obtaining any necessary consentswith respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian Agent to be credited by the Collateral Custodian Agent to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit Agent to be credited by the Collateral Custodian Agent to the Collateral AccountAccount to the extent necessary to maintain perfection, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Agent by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Securities Intermediary at the Corporate Trust Office and (B) causing the Collateral Custodian Securities Intermediary to maintain (on behalf of the Administrative AgentCollateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Security Certificate at its offices the Collateral Agent’s office set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9)hereof; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all assets,” or words of similar effect) at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Collateral Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Collateral Agent, be released and the Collateral Custodian Agent shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Collateral Agent and/or the Custodian (as to the Required Loan Documents) shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth specified in Section 5.5(c). Any successor Collateral Agent or the Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller Equityholder, and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Agent and/or the Custodian, as applicable, in accordance with its Underlying Instruments Section 3.2(j) and the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or (including obtaining any necessary consentswith respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian, cause Agent and/or the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian Agent to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Agent and/or the Custodian for credit by the Collateral Custodian Agent to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Agent and/or the Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Securities Intermediary at the Corporate Trust Office and (B) causing the Collateral Custodian Securities Intermediary to maintain (on behalf of the Administrative AgentCollateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Security Certificate at its the offices set forth of the Collateral Agent specified in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all assets,” or words of similar effect) at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Collateral Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Collateral Agent, be released and the Collateral Custodian Agent shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s its offices set forth in Section 5.5(c). Any successor Collateral Custodian (other than Alter Domus (US) LLC) shall be a state or national bank or trust company which is not an Affiliate of the Borrower any Loan Party or the Seller Seller, and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager on behalf of the Borrowerapplicable Loan Party to), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Custodian in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodianrequirements set forth in the definition of “Required Loan Documents”, cause the transfer delivery of such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation in accordance with its Underlying Instruments (including obtaining any necessary consents) the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian to be credited by the Collateral Custodian Agent to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Agent for credit by the Collateral Custodian Agent to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Agent by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Securities Intermediary at the Corporate Trust Office and (B) causing the Collateral Custodian Securities Intermediary to maintain (on behalf of the Administrative AgentCollateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all assets,” or words of similar effect) at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Collateral Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Collateral Agent, be released and the Collateral Custodian Agent shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian and the Document Custodian, as applicable, shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or, with respect to a Noteless Loan, assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Document Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds or other property utilized in connection case of a Loan, the related promissory note or, with such acquisition shallrespect to a Noteless Loan, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower assignment documentation in accordance with its Underlying Instrumentsthe requirements set forth in clause (a) of the definition of “Required Loan Documents” to the Document Custodian at the Custody Facilities. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Document Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Document Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian or the Document Custodian, as applicable, to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being understood that a UCC financing statement describing the collateral as “all assets of the Borrower” or words of similar effect will be deemed to satisfy the requirements of this clause (iv) in the case of any General Intangibles to be delivered by the Borrower). (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Trustee on behalf of the Secured Parties shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it in physical form at the Collateral Custodian’s offices set forth office of the Trustee in Section 5.5(c)Boston, Massachusetts or the office of the Trustee in Florence, South Carolina at the addresses specified in Schedule III hereto. Any successor Collateral Custodian Trustee shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (bi) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianCustodial Account or Collection Account (with respect to Permitted Investments), cause the transfer of such Loan or Permitted Investment Investment) in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian Trustee to be credited by held in the Collateral Custodian to Custodial Account or Collection Account, as applicable for the Collateral Account benefit of the Secured Parties in accordance with the terms of this Agreement. The security interest of the Administrative Agent Trustee, for the benefit of the Secured Parties, in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative AgentTrustee, be released. The Borrower security interest of the Trustee, for the benefit of the Secured Parties, shall nevertheless come into existence and continue in the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to so acquired, including all rights of the Borrower in accordance with its Underlying Instruments. (c) and to any contracts related to and proceeds of such Permitted Investment. The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (Permitted Investments to be credited to the extent evidenced by an Instrument) or Permitted Investments acquired by appropriate Account, in each case for the Borrower to be transferred to benefit of the Collateral Custodian for credit by the Collateral Custodian to the Collateral AccountTrustee, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Trustee for the benefit of the Secured Parties by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent Trustee, for the benefit of the Secured Parties, a valid valid, perfected, first priority security interest in each Loan and Permitted Investment, which security interest shall be senior Investment Granted to the Trustee under laws and regulations (subject to Permitted Liens) to that of any other creditor including without limitation Articles 8 and 9 of the Borrower (whether now existing or hereafter acquired)UCC, as applicable) in effect at the time of such Grant): (iii) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Collateral Custodian Trustee or in blank by an effective Indorsement or registered in the name of the Administrative Agent Trustee and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at Trustee in the Corporate Trust Office Commonwealth of Massachusetts or the State of South Carolina and (B) causing the Collateral Custodian Trustee to maintain (on behalf of the Administrative AgentSecured Parties) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 the Commonwealth of Massachusetts or Section 7.9)the State of South Carolina; (iiiii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent Trustee to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iiiiv) in the case of any Security Entitlement, by causing each the Trustee to become the Entitlement Holder of such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control AgreementEntitlement; (ivv) in the case of General Intangibles general intangibles (including any Loan or Permitted Investment loan not evidenced by an Instrument and any Participation in which neither the Participation nor the underlying debt are evidenced by any Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent Trustee as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of for the State of Delaware.; (dvi) The security interest in the case of a Participation which represents 100% of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part beneficial ownership of the Administrative Agentunderlying debt and in which the underlying debt is evidenced by an Instrument which is delivered to the Trustee by taking the actions specified in clause (i) with respect to such Instrument; (vii) in the case of a Participation which represents 100% of the beneficial ownership of the underlying debt and in which the underlying debt is evidenced by an Instrument which is not delivered to the Trustee, by causing the Selling Institution to authenticate a record (within the meaning of Section 9-313(c) of the UCC) acknowledging that it holds possession of such Instrument for the benefit of the Trustee; and (viii) in the case of a Participation which represents less than 100% of the beneficial ownership of the underlying debt, (A) if the underlying debt is evidenced by an Instrument which is delivered to the Trustee, by taking the actions specified in clause (i) (with the Instrument to be released Indorsed in blank) and by causing the Collateral Custodian shall immediately release Trustee to maintain continuous possession of such Collateral toInstrument in the Commonwealth of Massachusetts or the State of South Carolina for the benefit of the Trustee on behalf of the Secured Parties (to the extent of the Participation) and for the benefit of the other beneficial owners thereof, or as directed byand (B) if the underlying debt is evidenced by an Instrument which is not delivered to the Trustee, by causing the BorrowerSelling Institution to authenticate a record (within the meaning of Section 9-313(c) of the UCC) acknowledging that it holds possession of such Instrument for the benefit of the Trustee on behalf of the Secured Parties (to the extent of the Participation) and for the other beneficial owners thereof.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian and the Document Custodian, as applicable, shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Investment Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Investment Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account or Document Custodian, as applicable, in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized in connection (with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian respect to credit the Collateral Account with any Loan (to the extent evidenced by an Instrumenta Noteless Loan) or Permitted Investment transferred to the Borrower assignment documentation in accordance with its Underlying Instrumentsthe requirements set forth in clause (a) of the definition of “Required Loan Documents” to the Document Custodian at the Custody Facilities. (c) The Borrower (or the Collateral Investment Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Collateral Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Collateral Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s its offices set forth in Section 5.5(c). Any successor Collateral Custodian Agent shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller any Affiliate Transferor, and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Agent in accordance with its Underlying Instruments the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or (including obtaining any necessary consentswith respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian Agent to be credited by the Collateral Custodian Agent to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Agent for credit by the Collateral Custodian Agent to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Agent by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (in each case whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Securities Intermediary at the Corporate Trust Office and (B) causing the Collateral Custodian Securities Intermediary to maintain (on behalf of the Administrative AgentCollateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all assets,” or words of similar effect) at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Collateral Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Collateral Agent, be released and the Collateral Custodian Agent shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Trustee on behalf of the Secured Parties shall hold all Certificated Securities (whether Loans Loans, Equity Interests or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth office of the Trustee in Section 5.5(c)Boston, Massachusetts or the document custody office of the Trustee in Florence, South Carolina at the addresses specified in Schedule III hereto. Any successor Collateral Custodian Trustee shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianCustodial Account or Collection Account (with respect to Permitted Investments), cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consentsInvestment) to the Collateral Custodian Trustee to be credited by held in the Collateral Custodian to Custodial Account or Collection Account, as applicable, for the Collateral Account benefit of the Secured Parties in accordance with the terms of this Agreement. The security interest of the Administrative Agent Trustee, for the benefit of the Secured Parties, in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative AgentTrustee, be released. The Borrower security interest of the Trustee, for the benefit of the Secured Parties, shall nevertheless come into existence and continue in the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to so acquired, including all rights of the Borrower in accordance with its Underlying Instruments. (c) and to any contracts related to and proceeds of such Permitted Investment. The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (Permitted Investments to be credited to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral appropriate Account, and shall cause all Loans and Permitted Investments Equity Interests acquired by the Borrower to be delivered to the Collateral Custodian Trustee, for the benefit of the Secured Parties, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent Trustee, for the benefit of the Secured Parties, a valid valid, perfected, first priority security interest in each Loan and Permitted InvestmentInvestment Granted to the Trustee, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor for the benefit of the Borrower Secured Parties, under laws and regulations (whether now existing or hereafter acquired)including without limitation Articles 8 and 9 of the UCC, as applicable) in effect at the time of such Grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Collateral Custodian Trustee or in blank by an effective Indorsement or registered in the name of the Administrative Agent Trustee and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at Trustee in the Corporate Trust Office Commonwealth of Massachusetts or the State of South Carolina and (B) causing the Collateral Custodian Trustee to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument Investment or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 the Commonwealth of Massachusetts or Section 7.9)the State of South Carolina; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent Trustee to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each the Trustee to become the Entitlement Holder of such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;Entitlement; and (iv) in the case of General Intangibles general intangibles (including any Loan or Permitted Investment loan not evidenced by an Instrument and any Participation in which neither the Participation nor the underlying debt are evidenced by any Instrument) by (A) if required by the Required Loan Documents, notifying the Obligor (and, in the case of a Participation, both the institution which has sold the Participation and the Obligor of the debt underlying the Participation) thereunder of the transfer and (B) filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent Trustee as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of for the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) a. The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. b. In connection with each Loan Advance, unless otherwise waived by the Administrative Agent in its sole discretion, (i) the Borrower (or the Collateral Manager on its behalf) shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 11:00 a.m. (New York City Time) on the Advance Date, (a) a Loan Checklist and a copy of the loan agreement, credit agreement, indenture or other principal agreement pursuant to which the Loan has been issued or created with respect to each Loan proposed to be pledged as Collateral by the Borrower in connection with such Transaction, (b) in the case of a Noteless Loan, a copy of each transfer document or instrument relating to such Noteless Loan evidencing the assignment of such Noteless Loan to the Borrower and (ii) within five (5) Business Days following any related Advance Date with respect to any Loan, the Borrower shall deliver all other Required Loan Documents with respect to each Loan pledged as Collateral by the Borrower in connection with such Transaction. c. Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or, with respect to a Noteless Loan, an assignment agreement (or credit agreement if such Loan was originated by the Borrower) has not already been transferred delivered to the Collateral Custodian in accordance with its Underlying Instruments the requirements set forth in clause (including obtaining any necessary consentsa) to of the Collateral Custodiandefinition of “Required Loan Documents” and the preceding paragraph, cause the transfer delivery of such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or, with respect to a Noteless Loan, assignment or credit documentation in accordance with its Underlying Instruments the requirements set forth in clause (including obtaining any necessary consentsa) of the definition of “Required Loan Documents” (or, if such Loan was originated by the Borrower, the related credit agreement) to the Collateral Custodian to be credited by at the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying InstrumentsCustody Facilities. (c) d. The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)): (i) i. in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) . in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) . in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) . in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being understood that a UCC financing statement describing the collateral as “all assets of the Borrower” or words of similar effect will be deemed to satisfy the requirements of this clause (iv) in the case of any General Intangibles to be delivered by the Borrower). (d) e. The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized (with respect to a Noteless Loan) assignment documentation in connection accordance with such acquisition shall, immediately and without further action on the part requirements set forth in clause (a) of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct definition of “Required Loan Documents” to the Collateral Custodian to credit at the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying InstrumentsCustody Facilities. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Collateral Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being understood that a UCC financing statement describing the collateral as “all assets of the Borrower” or words of similar effect will be deemed to satisfy the requirements of this clause (iv) in the case of any General Intangibles to be delivered by the Borrower). (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Collateral Agent and/or the Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s its offices set forth in Section 5.5(c). Any successor Collateral Agent or Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and Seller, which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Agent or the Custodian in accordance with its Underlying Instruments the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or (including obtaining any necessary consentswith respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian, cause Agent or the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian Agent to the Collateral Account or held by the Custodian in accordance with the terms of this Agreement. The security interest of the Administrative Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Agent or the Custodian for credit by the Collateral Custodian Agent to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Agent or the Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Securities Intermediary at the Corporate Trust Office and (B) causing the Collateral Custodian Securities Intermediary to maintain (on behalf of the Administrative AgentCollateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all assets,” or words of similar effect) at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Collateral Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Collateral Agent, be released and the Collateral Custodian Agent shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Trustee on behalf of the Secured Parties shall hold all Certificated Securities (whether Loans Loans, Equity Interests or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth office of the Trustee in Section 5.5(c)Boston, Massachusetts or the office of the Trustee in Florence, South Carolina at the addresses specified in Schedule III hereto. Any successor Collateral Custodian Trustee shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (bi) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) Seller shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)Seller shall, if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianCustodial Account or Collection Account (with respect to Permitted Investments), cause the transfer of such Loan or Permitted Investment Investment) in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian Trustee to be credited by held in the Collateral Custodian to Custodial Account or Collection Account, as applicable, for the Collateral Account benefit of the Secured Parties in accordance with the terms of this Agreement. The security interest of the Administrative Agent Trustee, for the benefit of the Secured Parties, in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative AgentTrustee, be released. The Borrower security interest of the Trustee, for the benefit of the Secured Parties, shall nevertheless come into existence and continue in the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf so acquired, including all rights of the Borrower) Seller in and to any contracts related to and proceeds of such Permitted Investment. The Seller shall cause all Loans (Permitted Investments to be credited to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral appropriate Account, and shall cause all Loans and Permitted Investments Equity Interests acquired by the Borrower Seller to be delivered to the Collateral Custodian Trustee, for the benefit of the Secured Parties, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent Trustee, for the benefit of the Secured Parties, a valid valid, perfected, first priority security interest in each Loan and Permitted InvestmentInvestment Granted to the Trustee, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor for the benefit of the Borrower Secured Parties, under laws and regulations (whether now existing or hereafter acquired)including without limitation Articles 8 and 9 of the UCC, as applicable) in effect at the time of such Grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Collateral Custodian Trustee or in blank by an effective Indorsement or registered in the name of the Administrative Agent Trustee and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at Trustee in the Corporate Trust Office Commonwealth of Massachusetts or the State of South Carolina and (B) causing the Collateral Custodian Trustee to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument Investment or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 the Commonwealth of Massachusetts or Section 7.9)the State of South Carolina; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent Trustee to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each the Trustee to become the Entitlement Holder of such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control AgreementEntitlement; (iv) in the case of General Intangibles general intangibles (including any Loan or Permitted Investment loan not evidenced by an Instrument and any Participation in which neither the Participation nor the underlying debt are evidenced by any Instrument) by (A) if required by the Required Loan Documents, notifying the Obligor (and, in the case of a Participation, both the institution which has sold the Participation and the Obligor of the debt underlying the Participation) thereunder of the transfer and (B) filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower Seller as debtor and the Administrative Agent Trustee as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of for the State of Delaware.; (dv) The security interest in the case of a Participation which represents 100% of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part beneficial ownership of the Administrative Agentunderlying debt and in which the underlying debt is evidenced by an Instrument which is delivered to the Trustee by taking the actions specified in clause (i) with respect to such Instrument; and (vi) in the case of a Participation which represents 100% of the beneficial ownership of the underlying debt and in which the underlying debt is evidenced by an Instrument which is not delivered to the Trustee, by causing the Selling Institution to authenticate a record (within the meaning of Section 9-313(c) of the UCC) acknowledging that it holds possession of such Instrument for the benefit of the Trustee; and (vii) in the case of a Participation which represents less than 100% of the beneficial ownership of the underlying debt, (A) if the underlying debt is evidenced by an Instrument which is delivered to the Trustee, by taking the actions specified in clause (i) (with the Instrument to be released Indorsed in blank) and by causing the Collateral Custodian shall immediately release Trustee to maintain continuous possession of such Collateral toInvestment in the Commonwealth of Massachusetts or the State of South Carolina for the benefit of the Trustee on behalf of the Secured Parties (to the extent of the Participation) and for the benefit of the other beneficial owners thereof, or as directed byand (B) if the underlying debt is evidenced by an Instrument which is not delivered to the Trustee, by causing the BorrowerSelling Institution to authenticate a record (within the meaning of Section 9-313(c) of the UCC) acknowledging that it holds possession of such Instrument for the benefit of the Trustee on behalf of the Secured Parties (to the extent of the Participation) and for the other beneficial owners thereof.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution.. [FS Investment] Loan and Security Agreement (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized (with respect to a Noteless Loan) assignment documentation in connection accordance with such acquisition shall, immediately and without further action on the part requirements set forth in clause (a) of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct definition of “Required Loan Documents” to the Collateral Custodian to credit at the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying InstrumentsCustody Facilities. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Collateral Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware.Delaware (it being understood that a UCC financing statement describing the collateral as “all assets of the Borrower” or words of similar effect will be deemed to satisfy the requirements of this clause (iv) in the case of any General Intangibles to be delivered by the Borrower). [FS Investment] Loan and Security Agreement (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct (and each hereby so directs) or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account Document Agent in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds or other property utilized in connection with such acquisition shallcase of a Loan, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower related assignment documentation in accordance with its Underlying Instrumentsthe requirements set forth in clause (a) of the definition of “Required Loan Documents” to the Document Agent. (c) The Borrower (or the Collateral Manager on behalf of the Borrowerits behalf) shall direct that the Collateral Custodian cause all Loans Collateral (to the extent evidenced by an Instrumentother than Money or Cash) or Permitted Investments acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Document Agent, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)): ): USActive 58384645.1158384645.12 of its Contractual Obligation, (iiii) result in the case creation or imposition of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed any Lien (other than the security interest granted to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (Agent, on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted Secured Parties, pursuant to this Agreement, including Section 7.8 or Section 7.9); and Lxxxx described in clause (iif) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower definition of “Permitted Liens”) upon any of its properties pursuant to the Securities Account Control Agreement; terms of any such Contractual Obligation, or (iv) in the case of General Intangibles (including violate any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareApplicable Law. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Collateral Agent and/or the Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s its offices set forth in Section 5.5(c). Any Other than Wilmington Trust, National Association, any successor Collateral Agent or Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and Seller, which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Agent or the Custodian in accordance with its Underlying Instruments the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or (including obtaining any necessary consentswith respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian, cause Agent or the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian Agent to the Collateral Account or held by the Custodian in accordance with the terms of this Agreement. The security interest of the Administrative Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Agent or the Custodian for credit by the Collateral Custodian Agent to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Agent or the Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Securities Intermediary at the Corporate Trust Office and (B) causing the Collateral Custodian Securities Intermediary to maintain (on behalf of the Administrative AgentCollateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all assets,” or words of similar effect) at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Collateral Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Collateral Agent, be released and the Collateral Custodian Agent shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Corporate Trust Office. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Custodian in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodianrequirements set forth in the definition of “Required Loan Documents”, cause the transfer delivery of such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation in accordance with its Underlying Instruments (including obtaining any necessary consents) the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9)the Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective;; USActive 37382726.29 68 (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c). Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller Loan Parties and which is a Qualified InstitutionInstitution or is otherwise acceptable to the Administrative Agent. (b) Each time that any of the Borrower Loan Parties (or the Collateral Manager on behalf of the Borrowersuch Loan Party) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower such Loan Party shall (or the Collateral Manager on behalf of the Borrowersuch Loan Party), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower Loan Parties (or the Collateral Manager on behalf of the BorrowerLoan Parties) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower Loan Parties to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower Loan Parties to be delivered to the Collateral Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower Loan Parties (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the USActive 56057294.10 Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower applicable Loan Party pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower applicable Loan Party as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrowerapplicable Loan Party.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c). Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c). Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account or held by the Collateral Custodian (on behalf of the Administrative Agent) in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): ): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral 80 USActive 60440347.7 Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); ; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; ; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; ; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct (and each hereby so directs) or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account Document Agent in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds or other property utilized in connection with such acquisition shallcase of a Loan, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower related assignment documentation in accordance with its Underlying Instrumentsthe requirements set forth in clause (a) of the definition of “Required Loan Documents” to the Document Agent. (c) The Borrower (or the Collateral Manager on behalf of the Borrowerits behalf) shall direct that the Collateral Custodian cause all Loans Collateral (to the extent evidenced by an Instrumentother than Money or Cash) or Permitted Investments acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Document Agent, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)): (i) in the case of a Loan or a Permitted Investment that constitutes an Instrument or a Certificated Security represented by a Security Certificate in registered form form, by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Document Agent or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of a Loan or a Permitted Investment that constitutes an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;, and with respect to such Collateral as constitutes Money or Cash, causing such Money or Cash to be credited to the related deposit account; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being understood that a UCC financing statement describing the collateral as “all assets of the Borrower” or words of similar effect (including those filed pursuant to Section 3.1) will be deemed to satisfy the requirements of this clause (iv) in the case of any General Intangibles to be delivered by the Borrower). (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it with respect to Permitted Investments as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct (and each hereby so directs) or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related assignment documentation has not already been transferred delivered to the Document Agent in accordance with its Underlying Instruments the requirements set forth in clause (including obtaining any necessary consentsa) to of the Collateral Custodiandefinition of “Required Loan Documents”, shall cause the transfer delivery of such Loan or Permitted Investment or, into the case of a Loan, the related assignment documentation in accordance with its Underlying Instruments the requirements set forth in clause (including obtaining any necessary consentsa) of the definition of “Required Loan Documents” to the Document Agentextent in physical form, to the Collateral Custodian to be credited by at the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying InstrumentsCustody Facilities. (c) The Borrower (or the Collateral Manager on behalf of the Borrowerits behalf) shall direct that the Collateral Custodian cause all Loans Collateral (to the extent evidenced by an Instrumentother than Money or Cash) or Permitted Investments acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Document Agent, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)): (i) in the case of a Loan or a Permitted Investment that constitutes an Instrument or a Certificated Security represented by a Security Certificate in registered form form, by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Document Agent or deliveringor such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of a Loan or a Permitted Investment that constitutes an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;, and with respect to such Collateral as constitutes Money or Cash, causing such Money or Cash to be credited to the related deposit account; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. Delaware (d) The security interest it being understood that a UCC financing statement describing the collateral as “all assets of the Administrative Agent Borrower” or words of similar effect (including those filed pursuant to Section 3.1) will be deemed to satisfy the requirements of this clause (iv) in the case of any Collateral disposed of in a transaction permitted General Intangibles to be delivered by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower).

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian (or the Securities Intermediary on its behalf) shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth Custody Facilities or at such other location identified to the Administrative Agent and the Borrower, in Section 5.5(c)any event in segregated accounts in the name of the Borrower. Any successor Collateral Custodian Securities Intermediary shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution.. [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if ) cause the delivery of such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by at the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying InstrumentsCustody Facilities. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian (or the Securities Intermediary on its behalf) by one of the following means (and shall take any and all other actions requested by the Administrative Agent necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian (or the Securities Intermediary on its behalf) or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by either (A) (1) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B2) causing such registration to remain effectiveeffective or (B) entering into a control agreement with respect to such Uncertificated Security with the issuer thereof; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware.Delaware (it being understood that a UCC financing statement describing the collateral as “all assets of the Borrower” or words of similar effect will be deemed to satisfy the requirements of this clause (iv) in the case of any General Intangibles to be delivered by the Borrower). [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the office of the Collateral Custodian’s offices set forth Custodian in Section 5.5(cMinneapolis, Minnesota at the address of the Collateral Custodian located at DTCC Xxxxxxx Xxxxxx Xxxxxx, 000 Xxxxxxxxxx Xxxx Xxxxxx Xxxx, XX 00000, Attn: 5th floor/NY Window/Xxxxxx Xxxxxx, FBO: State Street Bank & Trust for account XXXX (SSB Fund Number). Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager Servicer on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager Servicer on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianCollection Account, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by held in the Collection Account (in the case of Permitted Investments) for the benefit of the Collateral Custodian to Agent, on behalf of the Collateral Account Secured Parties, in accordance with the terms of this Agreement. The security interest of the Administrative Agent Collateral Agent, on behalf of the Secured Parties, in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and security interest of the Collateral Manager hereby authorize Agent, for the benefit of the Secured Parties shall nevertheless come into existence and direct continue in the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to so acquired, including all rights of the Borrower in accordance with its Underlying Instrumentsand to any contracts related to and proceeds of such Loan or Permitted Investment. (c) The Borrower (or the Collateral Manager Servicer on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by to the appropriate Account (in the case of Permitted Investments), in each case for the benefit of the Collateral Custodian to the Collateral AccountAgent, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian for the benefit of the Collateral Agent by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid valid, perfected, first priority security interest in each Loan and Permitted Investment, which security interest shall be senior Investment granted to the Collateral Agent under laws and regulations (subject to Permitted Liens) to that of any other creditor including without limitation Articles 8 and 9 of the Borrower (whether now existing or hereafter acquired)UCC, as applicable) in effect at the time of such grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office in Minneapolis, Minnesota and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Collateral Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this AgreementMinneapolis, including Section 7.8 or Section 7.9);Minnesota; USActive 57833767.7 (ii) in the case of an Uncertificated SecuritySecurity that is not credited to an Account, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each the Collateral Agent to have control over such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles general intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being agreed that an “all assets” financing statement will be sufficiently descriptive for this clause (iv)). (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Corporate Trust Office. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager Administrator on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager Administrator on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager Administrator on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9)the Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of for the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Trustee on behalf of the Secured Parties shall hold all Certificated Securities (whether Loans Loans, Equity Interests or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth office of the Trustee in Section 5.5(c)Boston, Massachusetts or the office of U.S. Bank in Florence, South Carolina at the addresses specified in Schedule III hereto. Any successor Collateral Custodian Trustee shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (bi) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianReserve Account or Collection Account (with respect to Permitted Investments), cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian Trustee to be credited by held in the Collateral Custodian to Collection Account or Reserve Account, as applicable, for the Collateral Account benefit of the Secured Parties in accordance with the terms of this Agreement. The security interest of the Administrative Agent Trustee, for the benefit of the Secured Parties, in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative AgentTrustee, be released. The Borrower security interest of the Trustee, for the benefit of the Secured Parties, shall nevertheless come into existence and continue in the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to so acquired, including all rights of the Borrower in accordance with its Underlying Instrumentsand to any contracts related to and proceeds of such Permitted Investment. (cb) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments Equity Interests acquired by the Borrower to be delivered to the Collateral Custodian Trustee, for the benefit of the Secured Parties, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent Trustee, for the benefit of the Secured Parties, a valid valid, perfected, first priority security interest in each Loan and Permitted InvestmentInvestment Granted to the Trustee, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor for the benefit of the Borrower Secured Parties, under laws and regulations (whether now existing or hereafter acquired)including Articles 8 and 9 of the UCC, as applicable) in effect at the time of such Grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Collateral Custodian Trustee or in blank by an effective Indorsement or registered in the name of the Administrative Agent Trustee and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at Trustee in the Corporate Trust Office Commonwealth of Massachusetts or the State of South Carolina and (B) causing the Collateral Custodian Trustee to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument Investment or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 the Commonwealth of Massachusetts or Section 7.9)the State of South Carolina; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent Trustee to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each the Trustee to become the Entitlement Holder of such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;Entitlement; and (iv) in the case of General Intangibles general intangibles (including any Loan or Permitted Investment loan not evidenced by an Instrument and any Participation in which neither the Participation nor the underlying debt are evidenced by any Instrument) by (A) if required by the Required Loan Documents, notifying the Obligor (and, in the case of a Participation, both the institution which has sold the Participation and the Obligor of the debt underlying the Participation) thereunder of the transfer and (B) filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent Trustee as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of for the State of Delaware.; (dv) The security interest in the case of a Participation which represents 100% of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part beneficial ownership of the Administrative Agentunderlying debt and in which the underlying debt is evidenced by an Instrument which is delivered to the Trustee by taking the actions specified in clause (i) with respect to such Instrument; and (vi) in the case of a Participation which represents 100% of the beneficial ownership of the underlying debt and in which the underlying debt is evidenced by an Instrument which is not delivered to the Trustee, by causing the Selling Institution to authenticate a record (within the meaning of Section 9-313(c) of the UCC) acknowledging that it holds possession of such Instrument for the benefit of the Trustee; and (vii) in the case of a Participation which represents less than 100% of the beneficial ownership of the underlying debt, (A) if the underlying debt is evidenced by an Instrument which is delivered to the Trustee, by taking the actions specified in clause (i) (with the Instrument to be released Indorsed in blank) and by causing the Collateral Custodian shall immediately release Trustee to maintain continuous possession of such Collateral toInvestment in the Commonwealth of Massachusetts or the State of South Carolina for the benefit of the Trustee on behalf of the Secured Parties (to the extent of the Participation) and for the benefit of the other beneficial owners thereof, or as directed byand (B) if the underlying debt is evidenced by an Instrument which is not delivered to the Trustee, by causing the BorrowerSelling Institution to authenticate a record (within the meaning of Section 9-313(c) of the UCC) acknowledging that it holds possession of such Instrument for the benefit of the Trustee on behalf of the Secured Parties (to the extent of the Participation) and for the other beneficial owners thereof.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Certificated Securities, Instruments and Required Loan Documents to be delivered at the addresses identified in Schedule II. The Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the office of the Collateral Custodian’s offices set forth in Section 5.5(c)Custodian at 0000 X. Xxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 and the Collateral Custodian shall hold all the Required Loan Documents at the office of the Collateral Custodian at 0000 Xxxx Xxx, Florence, South Carolina. Any successor Collateral Custodian collateral agent shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianCollection Account, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by held in the Collection Account (in the case of Permitted Investments) for the benefit of the Collateral Custodian to Agent, on behalf of the Collateral Account Secured Parties, in accordance with the terms of this Agreement. The security interest of the Administrative Agent Collateral Agent, on behalf of the Secured Parties, in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and security interest of the Collateral Manager hereby authorize Agent, for the benefit of the Secured Parties shall nevertheless come into existence and direct continue in the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to so acquired, including all rights of the Borrower in accordance with its Underlying Instrumentsand to any contracts related to and proceeds of such Loan or Permitted Investment. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by to the appropriate Account (in the case of Permitted Investments), in each case for the benefit of the Collateral Custodian to the Collateral AccountAgent, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian for the benefit of the Collateral Agent by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid valid, perfected, first priority security interest in each Loan and Permitted Investment, which security interest shall be senior Investment (subject to Permitted Liens) granted to that of any other creditor the Collateral Agent under laws and regulations (including without limitation Articles 8 and 9 of the Borrower (whether now existing or hereafter acquired)UCC, as applicable) in effect at the time of such grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Custodian, at the Corporate Trust Office its address in Section 3.4(a) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Collateral Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9)Certificate; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each the Collateral Agent to have control over such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles general intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being agreed that an "all assets" financing statement will be sufficiently descriptive for this clause (iv)). (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized (with respect to a Noteless Loan) assignment documentation in connection accordance with such acquisition shall, immediately and without further action on the part requirements set forth in clause (a) of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct definition of “Required Loan Documents” to the Collateral Custodian to credit at the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying InstrumentsCustody Facilities. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Collateral Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)):): [FS Investment] Loan and Security Agreement (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being understood that a UCC financing statement describing the collateral as “all assets of the Borrower” or words of similar effect will be deemed to satisfy the requirements of this clause (iv) in the case of any General Intangibles to be delivered by the Borrower). (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized (with respect to a Noteless Loan) assignment documentation in connection accordance with such acquisition shall, immediately and without further action on the part requirements set forth in clause (a) of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct definition of “Required Loan Documents” to the Collateral Custodian to credit at the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying InstrumentsCustody Facilities. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Collateral Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)):): [Investcorp] Loan and Security Agreement (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Collateral Agent and/or the Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth specified in Section 5.5(c). Any successor Collateral Agent or Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and Borrower, which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Agent and/or the Custodian in accordance with its Underlying Instruments the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or (including obtaining any necessary consentswith respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian, cause Agent and/or the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Agent and/or the Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Agent and/or the Custodian for credit by the Collateral Agent and/or the Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Agent and/or the Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Securities Intermediary at the Corporate Trust Office and (B) causing the Collateral Custodian Securities Intermediary to maintain (on behalf of the Administrative AgentCollateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Security Certificate at its the offices set forth of the Collateral Agent specified in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the applicable Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all assets,” or words of similar effect) at the filing office of the Secretary Recorder of State Deeds of the State District of DelawareColumbia. (d) The security interest of the Administrative Collateral Agent in any Collateral disposed of in a transaction permitted by in accordance with this Agreement shall, immediately and without further action on the part of the Administrative Collateral Agent, be released and the Collateral Custodian Agent shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian and the Document Custodian, as applicable, shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Document Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents,” cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized in connection (with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian respect to credit the Collateral Account with any Loan (to the extent evidenced by an Instrumenta Noteless Loan) or Permitted Investment transferred to the Borrower assignment documentation in accordance with its Underlying Instrumentsthe requirements set forth in clause (a) of the definition of “Required Loan Documents” to the Document Custodian at the Custody Facilities. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Document Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Document Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian or the Document Custodian, as applicable, to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being understood that a UCC financing statement describing the collateral as “all assets of the Borrower” or words of similar effect will be deemed to satisfy the requirements of this clause (iv) in the case of any General Intangibles to be delivered by the Borrower). (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian and the Document Custodian, as applicable, shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral InvestmentCollateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral InvestmentCollateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account or Document Custodian, as applicable, in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized in connection (with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian respect to credit the Collateral Account with any Loan (to the extent evidenced by an Instrumenta Noteless Loan) or Permitted Investment transferred to the Borrower assignment documentation in accordance with its Underlying Instrumentsthe requirements set forth in clause (a) of the definition of “Required Loan Documents” to the Document Custodian at the Custody Facilities. (c) The Borrower (or the Collateral InvestmentCollateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Collateral Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager Servicer on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager Servicer on behalf of the Borrower)) shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Document Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of "Required Loan Documents", cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized in connection (with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian respect to credit the Collateral Account with any Loan (to the extent evidenced by an Instrumenta Noteless Loan) or Permitted Investment transferred to the Borrower assignment documentation in accordance with its Underlying Instrumentsthe requirements set forth in clause (a) of the definition of "Required Loan Documents" to the Document Custodian at the Custody Facilities. (c) The Borrower (or the Collateral Manager Servicer on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Custodian, in the case of physical assets, or the Collateral Administrator, in the case of electronic documents, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being understood that a UCC financing statement describing the collateral as "all assets of the Borrower" or words of similar effect will be deemed to satisfy the requirements of this clause (iv) in the case of any General Intangibles to be delivered by the Borrower). (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Custodian on behalf of the Trustee and the Secured Parties shall hold all Certificated Securities (whether Loans Loans, Equity Interests or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth office of the Custodian in Section 5.5(c)Boston, Massachusetts or the document custody office of the Custodian in Florence, South Carolina at the addresses specified in Schedule III hereto. Any successor Collateral Custodian Trustee shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianCustodial Account or Collection Account (with respect to Permitted Investments), cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consentsInvestment) to the Collateral Custodian Trustee to be credited by held in the Collateral Custodian to Custodial Account or Collection Account, as applicable, for the Collateral Account benefit of the Secured Parties in accordance with the terms of this Agreement. The security interest of the Administrative Agent Trustee, for the benefit of the Secured Parties, in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative AgentTrustee, be released. The Borrower security interest of the Trustee, for the benefit of the Secured Parties, shall nevertheless come into existence and continue in the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to so acquired, including all rights of the Borrower in accordance with its Underlying Instruments. (c) and to any contracts related to and proceeds of such Permitted Investment. The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (Permitted Investments to be credited to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral appropriate Account, and shall cause all Loans and Permitted Investments Equity Interests acquired by the Borrower to be delivered to the Collateral Custodian Trustee, for the benefit of the Secured Parties, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent Trustee, for the benefit of the Secured Parties, a valid valid, perfected, first priority security interest in each Loan and Permitted InvestmentInvestment Granted to the Trustee, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor for the benefit of the Borrower Secured Parties, under laws and regulations (whether now existing or hereafter acquired)including without limitation Articles 8 and 9 of the UCC, as applicable) in effect at the time of such Grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Collateral Custodian Trustee or in blank by an effective Indorsement or registered in the name of the Administrative Agent Trustee and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at Trustee in the Corporate Trust Office Commonwealth of Massachusetts or the State of South Carolina and (B) causing the Collateral Custodian Trustee to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument Investment or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 the Commonwealth of Massachusetts or Section 7.9)the State of South Carolina; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent Trustee to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each the Trustee to become the Entitlement Holder of such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;Entitlement; and (iv) in the case of General Intangibles general intangibles (including any Loan or Permitted Investment loan not evidenced by an Instrument and any Participation in which neither the Participation nor the underlying debt are evidenced by any Instrument) by (A) if required by the Required Loan Documents, notifying the Obligor (and, in the case of a Participation, both the institution which has sold the Participation and the Obligor of the debt underlying the Participation) thereunder of the transfer and (B) filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent Trustee as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of for the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Certificated Securities, Instruments and Required Loan Documents to be delivered at the addresses identified in Schedule II. The Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the office of the Collateral Custodian’s offices set forth in Section 5.5(c)Custodian at 1000 X. Xxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 and the Collateral Custodian shall hold all the Required Loan Documents at the office of the Collateral Custodian at 1000 Xxxx Xxx, Florence, South Carolina. Any successor Collateral Custodian collateral agent shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianCollection Account, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by held in the Collection Account (in the case of Permitted Investments) for the benefit of the Collateral Custodian to Agent, on behalf of the Collateral Account Secured Parties, in accordance with the terms of this Agreement. The security interest of the Administrative Agent Collateral Agent, on behalf of the Secured Parties, in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and security interest of the Collateral Manager hereby authorize Agent, for the benefit of the Secured Parties shall nevertheless come into existence and direct continue in the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to so acquired, including all rights of the Borrower in accordance with its Underlying Instrumentsand to any contracts related to and proceeds of such Loan or Permitted Investment. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by to the appropriate Account (in the case of Permitted Investments), in each case for the benefit of the Collateral Custodian to the Collateral AccountAgent, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian for the benefit of the Collateral Agent by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid valid, perfected, first priority security interest in each Loan and Permitted Investment, which security interest shall be senior Investment (subject to Permitted Liens) granted to that of any other creditor the Collateral Agent under laws and regulations (including without limitation Articles 8 and 9 of the Borrower (whether now existing or hereafter acquired)UCC, as applicable) in effect at the time of such grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Custodian, at the Corporate Trust Office its address in Section 3.4(a) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Collateral Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9)Certificate; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each the Collateral Agent to have control over such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles general intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being agreed that an "all assets" financing statement will be sufficiently descriptive for this clause (iv)). (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Trustee shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth office of the Trustee in Section 5.5(c)Boston, Massachusetts or the office of the Trustee in Florence, South Carolina at the addresses specified in Schedule III hereto. Any successor Collateral Custodian Trustee shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager Servicer on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager Servicer on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianCollection Account, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian Trustee to be credited by held in the Collateral Custodian to Collection Account for the Collateral Account benefit of the Secured Parties in accordance with the terms of this Agreement. The security interest of the Administrative Agent Trustee in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative AgentTrustee, be released. The Borrower security interest of the Trustee shall nevertheless come into existence and continue in the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to so acquired, including all rights of the Borrower in accordance with its Underlying Instrumentsand to any contracts related to and proceeds of such Permitted Investment. (c) The Borrower (or the Collateral Manager Servicer on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Trustee for credit by the Collateral Custodian to the Collateral appropriate Account, in each case for the benefit of the Secured Parties, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Trustee, for the benefit of the Secured Parties, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent Trustee, for the benefit of the Secured Parties, a valid valid, perfected, first priority security interest in each Loan and Permitted Investment, which security interest shall be senior Investment granted to the Administrative Agent under laws and regulations (subject to Permitted Liens) to that of any other creditor including without limitation Articles 8 and 9 of the Borrower (whether now existing or hereafter acquired)UCC, as applicable) in effect at the time of such grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Collateral Custodian Trustee or in blank by an effective Indorsement or registered in the name of the Administrative Agent Trustee and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at Trustee in the Corporate Trust Office State of Massachusetts or South Carolina and (B) causing the Collateral Custodian Trustee to maintain (on behalf of the Administrative AgentSecured Parties) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 the State of Massachusetts or Section 7.9)South Carolina; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent Trustee, for the benefit of the Secured Parties, to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each the Trustee, for the benefit of the Secured Parties, to become the Entitlement Holder of such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;Entitlement; and (iv) in the case of General Intangibles general intangibles (including any Loan or Permitted Investment loan not evidenced by an Instrument) by (A) notifying the related Obligor thereunder of the transfer and (B) filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent Trustee as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of for the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Trustee shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth office of the Trustee in Section 5.5(c)Boston, Massachusetts or the office of the Trustee in Florence, South Carolina at the addresses specified in Schedule III hereto. Any successor Collateral Custodian Trustee shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager Servicer on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager Servicer on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianCollection Account, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian Trustee to be credited by held in the Collateral Custodian to Collection Account for the Collateral Account benefit of the Secured Parties in accordance with the terms of this Agreement. The security interest of the Administrative Agent Trustee in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative AgentTrustee, be released. The Borrower security interest of the Trustee shall nevertheless come into existence and continue in the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to so acquired, including all rights of the Borrower in accordance with its Underlying Instrumentsand to any contracts related to and proceeds of such Permitted Investment. (c) The Borrower (or the Collateral Manager Servicer on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Trustee for credit by the Collateral Custodian to the Collateral appropriate Account, in each case for the benefit of the Secured Parties, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Trustee, for the benefit of the Secured Parties, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent Trustee, for the benefit of the Secured Parties, a valid valid, perfected, first priority security interest in each Loan and Permitted Investment, which security interest shall be senior (subject Investment granted to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent under laws and by regulations (Aincluding without limitation Articles 8 and 9 of the UCC, as applicable) delivering such Instrument or Security Certificate to the Collateral Custodian in effect at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession time of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.grant):

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Collateral Agent and/or the Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth specified in Section 5.5(c). Any successor Collateral Agent or Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and Borrower, which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower)shall, if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred delivered to the Collateral Agent and/or the Custodian in accordance with its Underlying Instruments the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or (including obtaining any necessary consentswith respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian, cause Agent and/or the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Agent and/or the Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Agent and/or the Custodian for credit by the Collateral Agent and/or the Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Agent and/or the Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Securities Intermediary at the Corporate Trust Office and (B) causing the Collateral Custodian Securities Intermediary to maintain (on behalf of the Administrative AgentCollateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Security Certificate at its the offices set forth of the Collateral Agent specified in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the applicable Securities Account Control Agreement;; and USActive 57310676.6USActive 60324964.3 (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral (or describing the collateral as “all assets,” or words of similar effect) at the filing office of the Secretary Recorder of State Deeds of the State District of DelawareColumbia. (d) The security interest of the Administrative Collateral Agent in any Collateral disposed of in a transaction permitted by in accordance with this Agreement shall, immediately and without further action on the part of the Administrative Collateral Agent, be released and the Collateral Custodian Agent shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Corporate Trust Office. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager Administrator on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager Administrator on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying Instruments. (c) The Borrower (or the Collateral Manager Administrator on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9)the Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of for the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower. (e) On the Amendment and Restatement Effective Date, the Collateral Custodian shall transfer all Collateral held in each Account (as defined in the Existing Loan and Security Agreements) to the corresponding Account.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Investment Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Investment Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized (with respect to a Noteless Loan) assignment documentation in connection accordance with such acquisition shall, immediately and without further action on the part requirements set forth in clause (a) of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct definition of “Required Loan Documents” to the Collateral Custodian to credit at the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying InstrumentsCustody Facilities. (c) The Borrower (or the Collateral Investment Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Collateral Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Investment Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Investment Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized (with respect to a Noteless Loan) assignment documentation in connection accordance with such acquisition shall, immediately and without further action on the part requirements set forth in clause (a) of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct definition of “Required Loan Documents” to the Collateral Custodian to credit at the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying InstrumentsCustody Facilities. (c) The Borrower (or the Collateral Investment Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Collateral Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and [Investcorp] Loan and Security Agreement (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Collateral Custodian’s offices set forth in Section 5.5(c)Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral InvestmentCollateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral InvestmentCollateral Manager on behalf of the Borrower), if such Loan or Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) delivered to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest requirements set forth in clause (a) of the Administrative Agent definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the funds case of a Loan, the related promissory note or other property utilized (with respect to a Noteless Loan) assignment documentation in connection accordance with such acquisition shall, immediately and without further action on the part requirements set forth in clause (a) of the Administrative Agent, be released. The Borrower and the Collateral Manager hereby authorize and direct definition of “Required Loan Documents” to the Collateral Custodian to credit at the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to the Borrower in accordance with its Underlying InstrumentsCustody Facilities. (c) The Borrower (or the Collateral InvestmentCollateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments Collateral acquired by the Borrower that constitutes Financial Assets to be transferred to the Collateral Custodian for credit by the Collateral Custodian credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Collateral Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired)): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral Custodian at the Corporate Trust Office Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) the Custody Facilities (except as otherwise permitted pursuant or at such other location identified to this Agreement, including Section 7.8 or Section 7.9the Administrative Agent and the Borrower); (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective;; [Investcorp] Loan and Security Agreement (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent Collateral Custodian shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the office of the Collateral Custodian’s offices set forth Custodian in Section 5.5(cMinneapolis, Minnesota at the address of the Collateral Custodian located at DTCC Newport Office Center, 000 Xxxxxxxxxx Xxxx Xxxxxx Xxxx, XX 00000, Attn: 5th floor/NY Window/Xxxxxx Xxxxxx, FBO: State Street Bank & Trust for account XXXX (SSB Fund Number). Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower or the Seller and which is a Qualified Institution. (b) Each time that the Borrower (or the Collateral Manager Servicer on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager Servicer on behalf of the Borrower), if such Loan or Permitted Investment has not already been transferred in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral CustodianCollection Account, cause the transfer of such Loan or Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collateral Custodian to be credited by held in the Collection Account (in the case of Permitted Investments) for the benefit of the Collateral Custodian to Agent, on behalf of the Collateral Account Secured Parties, in accordance with the terms of this Agreement. The security interest of the Administrative Agent Collateral Agent, on behalf of the Secured Parties, in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Administrative Collateral Agent, be released. The Borrower and security interest of the Collateral Manager hereby authorize Agent, for the benefit of the Secured Parties shall nevertheless come into existence and direct continue in the Collateral Custodian to credit the Collateral Account with any Loan (to the extent evidenced by an Instrument) or Permitted Investment transferred to so acquired, including all rights of the Borrower in accordance with its Underlying Instrumentsand to any contracts related to and proceeds of such Loan or Permitted Investment. (c) The Borrower (or the Collateral Manager Servicer on behalf of the Borrower) shall cause all Loans (to the extent evidenced by an Instrument) or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by to the appropriate Account (in the case of Permitted Investments), in each case for the benefit of the Collateral Custodian to the Collateral AccountAgent, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian for the benefit of the Collateral Agent by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Collateral Agent a valid valid, perfected, first priority security interest in each Loan and Permitted Investment, which security interest shall be senior Investment granted to the Collateral Agent under laws and regulations (subject to Permitted Liens) to that of any other creditor including without limitation Articles 8 and 9 of the Borrower (whether now existing or hereafter acquired)UCC, as applicable) in effect at the time of such grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Collateral Custodian Agent or in blank by an effective Indorsement or registered in the name of the Administrative Collateral Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office in Minneapolis, Minnesota and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Collateral Agent) continuous possession of such Instrument or Security Certificate at its offices set forth in Section 5.5(c) (except as otherwise permitted pursuant to this AgreementMinneapolis, including Section 7.8 or Section 7.9)Minnesota; (ii) in the case of an Uncertificated SecuritySecurity that is not credited to an Account, by (A) causing the Administrative Collateral Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each the Collateral Agent to have control over such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement;; and (iv) in the case of General Intangibles general intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Collateral Agent as secured party and covering describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of DelawareDelaware (it being agreed that an “all assets” financing statement will be sufficiently descriptive for this clause (iv)). (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.