Common use of Transfer of Collateral Obligations and Permitted Investments Clause in Contracts

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained by the Collateral Custodian (on behalf of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) above. (c) The Borrower shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) above; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The To the extent delivered by the Borrower (or Servicer on behalf of the Borrower) to the Collateral Custodian, the Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or effective (Bfor the avoidance of doubt, interests in Collateral Obligations consisting of loans that are not evidenced by delivery of a security (as defined in the UCC) by causing such shall not be treated as an Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSecurity); (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at to its office located at 000 X. Xxxxxxxxxx StreetSt., 9th Floor, Chicago, Illinois IL 60606. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Services Provider shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Services Provider shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained by the Collateral Custodian (on behalf of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a6.3(a) above. (c) The Borrower or the Services Provider shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Agent for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a6.3(a) above, above and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a6.3(a) above; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrowerapplicable Pledged Account; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Agent (or the Securities Intermediary on its behalf) and the Document Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606it. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Manager Servicer to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager Servicer to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, to be maintained credited by the Collateral Custodian Agent (or the Securities Intermediary on behalf its behalf) or the Document Custodian, as applicable, to the Custodial Account in accordance with the terms of this Agreement, in each case within the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address timeframe set forth in Section 6.4(a) above10.21. (c) The Borrower shall (or shall cause the Collateral Manager Servicer to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, for credit by it to the Principal Collection Custodial Account, and shall cause all Collateral Obligations and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) aboveSecurity; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent (or the Securities Intermediary on its behalf) to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Investment Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Investment Manager to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, ,” cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Principal Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower shall (or shall cause the Collateral Investment Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Closing Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection an Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andBorrower but pledged to the Collateral Agent for the benefit of the Secured Parties; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx Streetc/o DB Services Americas, 9th FloorInc., Chicago0000 Xxxx Xxxxxxx, Illinois 60606Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower each Loan Party on such date) and each time that the Borrower applicable Loan Party or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (applicable Loan Party or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The applicable Loan Party (or, in the case of each Securitization Subsidiary, the Borrower on behalf of such Securitization Subsidiary) or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower applicable Loan Party to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations and Permitted Investments acquired by the Borrower applicable Loan Party 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) aboveoffices located at c/o DB Services Americas, Inc., 0000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security for the benefit of the Secured Parties and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andBorrower and subject to the prior Lien of the Collateral Agent for the benefit of the Secured Parties; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian (on behalf of the Collateral Agent for the benefit of the Secured Parties) in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx StreetXxxxxxxx Xxx., 9th FloorXxxxxxxxxxx, Chicago, Illinois 60606XX 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), 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):Borrower: (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) aboveoffices located at 000 Xxxxxxxx Xxx., Xxxxxxxxxxx, XX 00000; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or effective (Bfor the avoidance of doubt, interests in Collateral Obligations consisting of loans that are evidenced by delivery of a security (as defined in the UCC) by causing such shall not be treated as an Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSecurity); (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the BorrowerSecurities Intermediary; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary Recorder of State Deeds of the State District of DelawareColumbia.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx StreetXxxxxxxx Xxx., 9th FloorXxxxxxxxxxx, Chicago, Illinois 60606XX 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 to apply those criteria and processes to ensure that such credits are granted and approved based on a thorough assessment of the Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) above; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account;relevant Obligor’s creditworthiness. (iii) The Equityholder is duly organized, validly existing and in good standing under the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name laws of the Borrower; andjurisdiction of its organization and has full power and authority to execute, deliver and perform its obligations under this Agreement. (iv) in The Equityholder has taken all necessary action to authorize the case entering into this Agreement on the terms and conditions hereof and the execution, delivery and performance of General Intangibles this Agreement and the performance of all obligations imposed upon it hereunder. (including any Collateral Obligation or Permitted Investment not evidenced by an Instrumentv) by filingAll consents, maintaining licenses, authorizations, and continuing the effectiveness approvals of, and registrations and declarations with, any governmental authority or regulatory body necessary for the due execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Agreement except where the lack or failure thereof would not reasonably be expected to have a financing statement naming Material Adverse Effect. (vi) This Agreement constitutes the Borrower as debtor legal, valid, and the Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” binding obligation of the Borrower) Equityholder and is enforceable against the Equityholder in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership, and other laws of general applicability relating to or affecting, creditors’ rights and, subject as the collateral at the filing office to enforceability, to equitable principles of the Secretary of State of the State of Delawaregeneral application.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx Street0000 Xxxxxx Xxxx Xxxxx, 9th FloorXx. Xxxx, Chicago, Illinois 60606MN 55108. (b) On the Effective Closing Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) aboveoffices located at 000 Xxxxxxxx Xxx., Xxxxxxxxxxx, XX 00000; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; andan Account; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware; and (v) in the case of the Collateral Obligation Files, by delivering each to the Collateral Custodian in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian Agent shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian or the Collateral Administrator, as applicable, in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian or the Collateral Administrator, as applicable, to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Agent for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian Agent and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian Agent at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian Agent to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or effective (Bfor the avoidance of doubt, interests in Collateral Obligations consisting of loans that are evidenced by delivery of a security (as defined in the UCC) by causing such shall not be treated as an Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSecurity); (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andSecurities Intermediary; (iv) in the case of General Intangibles (including any Collateral Obligation or Permitted Investment not evidenced by an Instrument) ), by filing, maintaining and continuing the effectiveness of, a financing statement for the Borrower naming the Borrower as debtor and the Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian or the Collateral Administrator, as applicable, in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), 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):Borrower: (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security for the benefit of the Secured Parties and (B) causing such registration to remain effective; or effective (Bfor the avoidance of doubt, interests in Collateral Obligations consisting of loans that are evidenced by delivery of a security (as defined in the UCC) by causing such shall not be treated as an Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSecurity); (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andSecurities Intermediary; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware; and (v) in the case of the Collateral Obligation Files, by delivering each to the Collateral Custodian in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx StreetXxxxxxxx Xxx., 9th FloorXxxxxxxxxxx, Chicago, Illinois 60606XX 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 - USActive 49316845.1349316845.14 -74- to apply those criteria and processes to ensure that such credits are granted and approved based on a thorough assessment of the Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) above; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delawarerelevant Obligor’s creditworthiness.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (ba) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Investment Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Investment Manager to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Principal Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (cb) The Borrower shall (or shall cause the Collateral Investment Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted Investment, which security interest shall be senior USActive 31637433.35 -70- (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 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) i. On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Investment Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Investment Manager to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Principal Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) ii. The Borrower shall (or shall cause the Collateral Investment Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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) 1. in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) 2. in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) 3. in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) 4. in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (ba) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Investment Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Investment Manager to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (cb) The Borrower shall (or shall cause the Collateral Investment Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of as the Borrowercase may be) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The To the extent delivered by the Borrower (or Servicer on behalf of the Borrower) to the Collateral Custodian, the Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (ba) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (cb) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or effective (Bfor the avoidance of doubt, interests in Collateral Obligations consisting of loans that are not evidenced by delivery of a security (as defined in the UCC) by causing such shall not be treated as an Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSecurity); (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Investment Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Investment Manager to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, ,” cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Principal Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower shall (or shall cause the Collateral Investment Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) above; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Manager Servicer to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager Servicer to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Principal Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower shall (or shall cause the Collateral Manager Servicer to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Agent or the Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (ba) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Manager Servicer to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager Servicer to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Principal Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (cb) The Borrower shall (or shall cause the Collateral Manager Servicer to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Agent for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Agent at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian Agent to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Investment Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Investment Manager to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Principal Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower shall (or shall cause the Collateral Investment Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Manager Servicer to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager Servicer to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Principal Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower shall (or shall cause the Collateral Manager Servicer to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (aj) The To the extent delivered by the Borrower (or Servicer on behalf of the Borrower) to the Collateral Custodian, the Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (ba) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (cb) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or effective (Bfor the avoidance of doubt, interests in Collateral Obligations consisting of loans that are not evidenced by delivery of a security (as defined in the UCC) by causing such shall not be treated as an Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSecurity); (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian Agent shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to received by it in physical form at its office located at 000 0000 X. Xxxxxxxxxx StreetXxxxxxxxxxx Xxxxx, 9th FloorXxxxxxxxx, Chicago, Illinois 60606XX 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian Agent and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian Agent at its address set forth in Section 6.4(a) above0000 X. Xxxxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 and (B) causing the Collateral Custodian Agent to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) above0000 X. Xxxxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account;USActive 58353885.2 (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andSecurities Intermediary; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian (on behalf of the Collateral Agent for the benefit of the Secured Parties) in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx Street1000 Xxxxxx Xxxx Xxxxx, 9th FloorXx. Xxxx, ChicagoXxxxxxxxx 55018, Illinois 60606Attention: Transfer Agent Team – GDLC Funding II LLC. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower each Loan Party on such date) and each time that the Borrower applicable Loan Party or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (applicable Loan Party or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Borrower Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The applicable Loan Party (or, in the case of each Securitization Subsidiary, the Borrower on behalf of such Securitization Subsidiary) or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower applicable Loan Party to be transferred to the Collateral Custodian for credit by it to the Principal Borrower Collection Account, and shall cause all Collateral Obligations and Permitted Investments acquired by the Borrower applicable Loan Party 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) aboveoffices located at 1000 Xxxxxx Xxxx Xxxxx, Xx. Xxxx, Xxxxxxxxx 55018, Attention: Transfer Agent Team – GDLC Funding II LLC; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security for the benefit of the Secured Parties and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andBorrower and subject to the prior Lien of the Collateral Agent for the benefit of the Secured Parties; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian (on behalf of the Collateral Agent for the benefit of the Secured Parties) in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at DTCC Newport Office Center, 000 X. Xxxxxxxxxx StreetXxxx Xxxxxx Xxxx, 9th FloorXX 00000, ChicagoAttn: 5th floor/NY Window/Xxxxxx Xxxxxx, Illinois 60606FBO: State Street Bank & Trust for account VTYD (SSB Fund Number). (b) On the Effective Closing Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) aboveDTCC Newport Office Center, 000 Xxxxxxxxxx Xxxx Xxxxxx Xxxx, XX 00000, Attn: 5th floor/NY Window/Xxxxxx Xxxxxx, FBO: State Street Bank & Trust for account VTYD (SSB Fund Number); (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; andan Account; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Investment Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Investment Manager to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Principal Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower shall (or shall cause the Collateral Investment Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.. Article XIIIArticle VII

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx Streetc/o DB Services Americas, 9th FloorInc., Chicago5000 Xxxx Xxxxxxx, Illinois 60606Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower each Loan Party on such date) and each time that the Borrower applicable Loan Party or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (applicable Loan Party or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The applicable Loan Party (or, in the case of each Securitization Subsidiary, the Borrower on behalf of such Securitization Subsidiary) or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower applicable Loan Party to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations and Permitted Investments acquired by the Borrower applicable Loan Party 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) aboveoffices located at c/o DB Services Americas, Inc., 5000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security for the benefit of the Secured Parties and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andBorrower and subject to the prior Lien of the Collateral Agent for the benefit of the Secured Parties; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx StreetXxxxxxxx Xxx., 9th FloorXxxxxxxxxxx, Chicago, Illinois 60606XX 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), 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):Borrower: (i) in the case of an Instrument or a Certificated Security in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered USActive 49316845.1249316845.13 (vi) SIXTH, after the end of the Revolving Period, (1) if no Revaluation Diversion Event has occurred, the Diversity Score is greater than 1015 and no Unmatured Event of Default or an Event of Default has occurred and is continuing, to the Borrower, otherwise (2) to the Agents on behalf of their respective Lenders pro rata to repay the Advances outstanding in the name amount necessary to reduce the Advances outstanding to zero; (vii) SEVENTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(vii), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (viii) EIGHTH, after the end of the Collateral Custodian Waiver Period, if the Portfolio LTV (ix) NINTH, to any Affected Persons, any Increased Costs then due and by owing; (Ax) delivering such Instrument or Security Certificate (ix) NINTHTENTH, to the Collateral Custodian at its address set forth in extent not previously paid pursuant to Section 6.4(a8.3(a)(i) above, to the payment of Taxes and governmental fees owing by the Borrower, if any; (Bxi) causing (x) TENTHELEVENTH, to the Collateral Custodian to maintain (extent not previously paid by or on behalf of the Collateral Agent for Borrower, to each Indemnified Party, any Indemnified Amounts then due and owing to each such Indemnified Party; (xii) (xi) ELEVENTHTWELFTH, to the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in extent not previously paid pursuant to Section 6.4(a8.3(a)(ii) above; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Custodian, any Collateral Agent as secured party Fees and describing Expenses and Collateral Custodian Fees and Expenses due to the Collateral Obligation or Permitted Investment (or a description of “all assets” of Agent and the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.Collateral Custodian;

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Agent (or the Securities Intermediary on its behalf) and the Document Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606form. All physical assets must be sent by trackable courier service (e.g. UPS or Federal Express). (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Manager Servicer to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager Servicer to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, to be maintained by the Collateral Custodian Agent (or the Securities Intermediary on behalf of its behalf) or the Collateral Agent Document Custodian, as applicable (in each case for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) above). (c) The Borrower shall (or shall cause the Collateral Manager Servicer to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, for credit by it to the Principal Collection applicable Custodial Account, if applicable, and shall cause all Collateral Obligations and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at Agent (or the Securities Intermediary on its address set forth in Section 6.4(abehalf) aboveor the Document Custodian, as applicable, and (B) causing the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) aboveSecurity; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent (or the Securities Intermediary on its behalf) to become the registered owner of such Uncertificated Security and causing such registration to remain effective; effective or (B) by causing such Uncertificated Security to be credited to a Securities Account for over which the Collateral Custodian is a Agent has Control and, with respect to such Uncertificated Security, the Securities Intermediary and has the Borrower and have agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountAsset; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian Agent shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to received by it in physical form at its office located at 000 1000 X. Xxxxxxxxxx StreetXxxxxxxxxxx Xxxxx, 9th FloorXxxxxxxxx, Chicago, Illinois 60606XX 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian Agent and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian Agent at its address set forth in Section 6.4(a) above1000 X. Xxxxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 and (B) causing the Collateral Custodian Agent to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) above1000 X. Xxxxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andSecurities Intermediary; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian (on behalf of the Collateral Agent for the benefit of the Secured Parties) in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The To the extent delivered by the Borrower (or Servicer on behalf of the Borrower) to the Securities Intermediary or the Collateral Custodian Custodian, the Securities Intermediary or the Collateral Custodian, as applicable, shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Securities Intermediary or the Collateral Custodian in accordance with the requirements set forth in Section 18.3(a) or such other provision the definition of “Collateral Obligation File”Account Control Agreement, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in Section 18.3(a) or the definition of “Collateral Obligation File” Account Control Agreement to the Collateral Custodian or the Securities Intermediary, as applicable, to be maintained held by the Collateral Custodian (on behalf or credited by the Securities Intermediary to the Collection Account, as applicable, in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it or the Securities Intermediary, as applicable, to be held hereunder or credited to the Principal Collection Account, and shall cause all Collateral Obligations and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Securities Intermediary, 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 Collateral Agent a valid security interest in each Collateral Obligation 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 in registered form by having it Indorsed to the Collateral Custodian or the Securities Intermediary, as applicable, or in blank by an effective Indorsement or registered in the name of the Collateral Custodian or the Securities Intermediary, as applicable, and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian or the Securities Intermediary, as applicable, at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian or the Securities Intermediary, as applicable, to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or effective (Bfor the avoidance of doubt, interests in Collateral Obligations consisting of loans that are not evidenced by delivery of a security (as defined in the UCC) by causing such shall not be treated as an Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSecurity); (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and; (iv) in the case of General Intangibles (including any Uncertificated Security, Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx StreetXxxxxxxx Xxx., 9th FloorXxxxxxxxxxx, Chicago, Illinois 60606XX 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), 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):Borrower: (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) above; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.or

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian Agent shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments the Collateral Custodian shall hold all Instruments, in each case as delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained by the Collateral Custodian (on behalf of the Collateral Agent and for credit by the benefit Collateral Agent to the Collection Account in accordance with (and to the extent required by) the terms of this Agreement and the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) aboveAccount Control Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection AccountAccount (to the extent required by the Account Control Agreement), and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Agent (in the case of Certificated Securities) or the Collateral Custodian (in the case of Instruments) at its address set forth in Section 6.4(a) above, the applicable Corporate Trust Office and (B) causing the Collateral Custodian Agent or the Collateral Custodian, as applicable, to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; andan Account; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx Street400 Xxxxxxxx Xxx., 9th FloorXxxxxxxxxxx, Chicago, Illinois 60606XX 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower each Loan Party on such date) and each time that the Borrower applicable Loan Party or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (applicable Loan Party or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The applicable Loan Party (or, in the case of each Securitization Subsidiary, the Borrower on behalf of such Securitization Subsidiary) or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower applicable Loan Party to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations and Permitted Investments acquired by the Borrower applicable Loan Party 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) aboveoffices located at 400 Xxxxxxxx Xxx., Xxxxxxxxxxx, XX 00000; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andSecurities Intermediary; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Agent or the Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Manager Servicer to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager Servicer to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Principal Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower shall (or shall cause the Collateral Manager Servicer to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Agent for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian Agent at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian Agent to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 200 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained by the Collateral Custodian (on behalf of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) above. (c) The Borrower shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) above; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (ba) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Investment Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Investment Manager to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (cb) The Borrower shall (or shall cause the Collateral Investment Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of as the Borrowercase may be) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The To the extent delivered by the Borrower (or Servicer on behalf of the Borrower) to the Collateral Custodian, the Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606the Corporate Trust Office. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) abovethe Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such -53- registration to remain effective; or effective (Bfor the avoidance of doubt, interests in Collateral Obligations consisting of loans that are not evidenced by delivery of a security (as defined in the UCC) by causing such shall not be treated as an Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSecurity); (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office offices located at 000 X. Xxxxxxxxxx Streetc/o DB Services Americas, 9th FloorInc., Chicago0000 Xxxx Xxxxxxx, Illinois 60606Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower each Loan Party on such date) and each time that the Borrower applicable Loan Party or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (applicable Loan Party or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The applicable Loan Party (or, in the case of each Securitization Subsidiary, the Borrower on behalf of such Securitization Subsidiary) or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower applicable Loan Party to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations and Permitted Investments acquired by the Borrower applicable Loan Party 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) aboveoffices located at c/o DB Services Americas, Inc., 0000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security for the benefit of the Secured Parties and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andBorrower and subject to the prior Lien of the Collateral Agent for the benefit of the Secured Parties; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Custodian Agent shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to received by it in physical form at its office located at 000 0000 X. Xxxxxxxxxx StreetXxxxxxxxxxx Xxxxx, 9th FloorXxxxxxxxx, Chicago, Illinois 60606XX 00000. (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower or the Servicer shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to)Servicer shall, if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”Section 18.3(a), cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” Section 18.3(a) to the Collateral Custodian to be maintained credited by the Collateral Custodian (on behalf to the Collection Account in accordance with the terms of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) abovethis Agreement. (c) The Borrower or the Servicer shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations 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 Collateral Agent a valid security interest in each Collateral Obligation and Permitted InvestmentInvestment (in each case, whether now existing or hereafter acquired), which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquiredBorrower): (i) in the case of an Instrument or a Certificated Security 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 Collateral Custodian Agent and by (A) delivering such Instrument or Certificated Security Certificate to the Collateral Custodian Agent at its address set forth in Section 6.4(a) above0000 X. Xxxxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 and (B) causing the Collateral Custodian Agent to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) above0000 X. Xxxxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the an Account in the name of the Borrower; andSecurities Intermediary; (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of Delaware; and (v) in the State case of Delawarethe Collateral Obligation Files, by delivering each to the Collateral Custodian (on behalf of the Collateral Agent for the benefit of the Secured Parties) in accordance with the terms of Section 18.3.

Transfer of Collateral Obligations and Permitted Investments. (a) The Collateral Agent (or the Securities Intermediary on its behalf) and the Document Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606form. All physical assets must be sent by trackable courier service (including but not limited to UPS or Federal Express). (b) On the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each time that the Borrower shall (or shall cause the Collateral Manager Servicer to) direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager Servicer to), if such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, to be maintained by the Collateral Custodian Agent (or the Securities Intermediary on behalf of its behalf) or the Collateral Agent Document Custodian, as applicable (in each case for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.4(a) above). (c) The Borrower shall (or shall cause the Collateral Manager Servicer to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) or the Document Custodian, as applicable, for credit by it to the Principal Collection applicable Custodial Account, if applicable, and shall cause all Collateral Obligations and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) 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 Collateral Agent a valid security interest in each Collateral Obligation 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 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 Collateral Custodian and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its address set forth in Section 6.4(a) above; (ii) in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower; and (iv) in the case of General Intangibles (including any Collateral Obligation 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 Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.