Common use of Duties Clause in Contracts

Duties. From the Second Restatement Date until its removal pursuant to Section 8.5, the Trustee shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee shall take and retain custody of the Required Loan Files delivered by the Borrower pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two Business Days of its receipt of any Required Loan File, the Trustee shall review such Required Loan File to confirm that (A) the loan documents and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balance, Loan number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Required Loan File hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file (in Microsoft EXCEL® or a comparable format) that contains the Loan number, Obligor name, original loan balance and the related Loan Checklist. At the conclusion of such review, the Trustee shall deliver to the Servicer, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee shall promptly notify the Administrative Agent and the Servicer of such Deficiency and provide them with an exception report specifying the Loans which have a Deficiency and the Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen (15) Business Days of the Trustee’s delivery of such report, the Trustee shall return any Loan which fails to satisfy a Review Criteria to the Borrower or its designee. Other than the foregoing, the Trustee shall not have any responsibility for reviewing, inspecting or examining any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their face. (ii) In taking and retaining custody of the Required Loan Files, the Trustee shall be deemed to be acting as the Bailee of the Secured Parties; provided that the Trustee makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files or the instruments therein; and provided further that, the Trustee’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custody, at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files shall be identified using a barcode system and maintained in such a manner so as to permit retrieval and access. (iv) On the third Business Day of each month, the Trustee shall provide to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent and the Trustee) an updated list of Loans in its possession and an updated exceptions report. (v) In performing its custodial duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar collateral that it holds as custodian for others.

Duties. From the Second Restatement Closing Date and until its removal pursuant to Section 8.57.5, the Trustee Backup Servicer shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee shall take and retain custody of On or before the Required Loan Files delivered by the Borrower pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two Business Days of its receipt of any Required Loan File, the Trustee shall review such Required Loan File to confirm that (A) the loan documents and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balance, Loan number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Required Loan File hereunder to the TrusteeClosing Date, the Servicer shall provide deliver and Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Trustee an electronic file Servicing Reports (if any) in hard copy and in Microsoft EXCEL® or a comparable format. (ii) that contains Not later than 12:00 noon on each Reporting Date, the Loan numberServicer shall deliver to the Backup Servicer the loan tape, Obligor namewhich shall include but not be limited to the following information: (x) for each Loan, original the name and number of the related Obligor, the collection status, the loan balance status, the Eligible Assets categories, the date of each Scheduled Payment and the Outstanding Loan Balance, (y) the Borrowing Base and (z) the Aggregate Outstanding Loan Balance (collectively, the “Tape”). The Backup Servicer shall accept delivery of the Tape. (iii) [Reserved]. (iv) Provided that the Backup Servicer has received all reports, data and information from the Servicer within the time frames set forth in this Section, prior to the related Payment Date, the Backup Servicer shall review the Servicing Report to ensure that it is complete on its face and that the following items in such Servicing Report have been accurately calculated, if applicable, and reported: (A) the Borrowing Base, (B) the Backup Servicing Fee, (C) the Loans that are 90+ days past due and (D) the Aggregate Outstanding Loan ChecklistBalance. At The Backup Servicer shall provide the conclusion Administrative Agent and the Servicer with a monthly certification substantially in the form attached hereto as Exhibit K (the “Backup Servicer Monthly Certification”) confirming the accurate calculation of such items in the Servicing Report and that the Servicing Report is complete on its face. In the event of any discrepancy with the Servicing Report based on such review, the Trustee Backup Servicer shall deliver to the Servicer, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee shall promptly notify the Administrative Agent and the Servicer of such Deficiency discrepancy not later than the Business Day preceding such Payment Date. (v) If the Servicer disagrees with the report provided under paragraph (iv) above by the Backup Servicer or if the Servicer has not reconciled any material discrepancy, the Backup Servicer agrees to confer with the Servicer to resolve such disagreement on or prior to the next succeeding date of determination and provide them shall settle such discrepancy with an exception report specifying the Loans which have a Deficiency Servicer if possible, and notify the Review Criteria that they fail to satisfyAdministrative Agent of the resolution thereof. The Servicer shall have fifteen (15) Business Days hereby agrees to correct cooperate at its own expense with the Backup Servicer in reconciling any non-compliance with any Review Criteriadiscrepancies herein. If within twenty (20) days after the conclusion delivery of the report provided under paragraph (iv) above by the Backup Servicer, such time period the Servicer has still discrepancy is not cured any non-compliance by a Loan with any Review Criteriaresolved, the Trustee Backup Servicer shall promptly notify the Borrower and the Administrative Agent of the continued existence of such determination by providing an updated exception report to discrepancy. Following receipt of such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing by the Servicer and approved notice by the Administrative Agent within fifteen (15) Business Days of the Trustee’s delivery of such reportAgent, the Trustee Servicer shall return any Loan which fails to satisfy a Review Criteria to the Borrower or its designee. Other than the foregoing, the Trustee shall not have any responsibility for reviewing, inspecting or examining any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their face. (ii) In taking and retaining custody of the Required Loan Files, the Trustee shall be deemed to be acting as the Bailee of the Secured Parties; provided that the Trustee makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files or the instruments therein; and provided further that, the Trustee’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custody, at the locations specified on Schedule III attached hereto, or at such other office as shall be specified deliver to the Administrative Agent and the Backup Servicer by no later than the Trustee in next Payment Date a written notice delivered at least 45 days prior to certificate describing the nature and amount of such change. All Required Loan Files shall be identified using a barcode system and maintained in such a manner so as to permit retrieval and access. (iv) On the third Business Day of each month, the Trustee shall provide to the Administrative Agent material discrepancies and the actions the Servicer (in a form acceptable proposes to the Administrative Agent and the Trustee) an updated list of Loans in its possession and an updated exceptions report. (v) In performing its custodial duties, the Trustee shall use the same degree of care and attention as it employs take with respect to similar collateral that it holds as custodian for othersthereto.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.5, the Trustee Collateral Custodian shall perform, perform on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Asset Documents delivered by the Borrower Seller pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, Administrative Agent as agent for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileAsset Documents, the Trustee Collateral Custodian shall review such the related Collateral and Required Loan File Asset Documents to confirm that (A) the loan documents and instruments in such Required Loan File have Collateral has been properly executed and have has no missing or mutilated pages, (B) there is evidence that any UCC and other filings (to extent identified as set forth on the related Loan Checklist as being required by the Required Loan FileAsset Checklists) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) confirming the related original Loan balanceOutstanding Asset Balance, Loan Asset number and Obligor name with respect to such Loan Asset is referenced on the related Loan Checklist Asset List and is not a duplicate Loan Asset (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Asset Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable format) that contains the Loan number, Obligor name, original loan balance related Asset List or that otherwise contains the Asset identification number and the name of the Obligor with respect to each related Loan ChecklistAsset. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (i) the Outstanding Asset Balances of the Collateral it has received Required Asset Documents with respect to is less than as set forth on the Servicerelectronic file, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly immediately notify the Administrative Agent of such discrepancy, and (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer of such Deficiency determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days to correct any non-compliance with any a Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by an Asset with a Loan with any Review Criteria, the Trustee Collateral Custodian shall promptly notify the Borrower Seller and the Administrative Agent of such determination by providing an updated exception a written report to such Persons persons identifying, with particularity, each Loan Asset and each of the applicable Review Criteria that such Loan Asset fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen (15) ten Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeSeller. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceAsset Documents. (ii) In taking and retaining custody of the Required Loan FilesAsset Documents, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Administrative Agent and the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Asset Documents or the instruments therein; and provided further that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Asset Document shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 forty-five (45) days prior to such change. All Required Loan Files Asset Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Required Asset Documents shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. (iv) The Collateral Custodian shall make payments pursuant to the terms of the Monthly Report in accordance with Section 2.9 and Section 2.10 (the “Payment Duties”). (v) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent Agent) identifying each Asset for which it holds Required Asset Documents, the non-complying Assets and the Trustee) an updated list of Loans in its possession and an updated exceptions reportapplicable Review Criteria that any non-complying Asset fails to satisfy. (vvi) In performing its custodial duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar collateral Collateral that it holds as custodian for othersCollateral Custodian.

Duties. From the Second Restatement Closing Date until its removal or replacement pursuant to Section 8.511.05 or Section 11.07, as applicable, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments (the “Review Period”), the Trustee related Loan Asset Schedule and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review such the Required Loan File Documents to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been madeare included, (C) if listed on the Loan Asset Checklist, a copy of an Insurance Policy exists (or evidence thereof) with respect to any real or personal property constituting the Related PropertyCollateral is included, and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name name, as applicable, with respect to such Loan Asset is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Asset Schedule (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (I) the original balance of the Loan Asset with respect to which it has received Required Loan Documents does not match the Servicerbalance set forth on the Loan Asset Schedule, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency and provide them with an exception report specifying discrepancy within one (1) Business Day, or (II) any Review Criteria is not satisfied, the Loans which have a Deficiency Collateral Custodian shall within one (1) Business Day notify the Administrative Agent and the Servicer of such determination and deliver to the Administrative Agent and the Servicer a certification substantially in the form attached hereto as Exhibit P that includes a list of the non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen five (155) Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing (in the form of Exhibit J) by the Servicer and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File Documents. Notwithstanding anything to determine that the contents thereof are genuinecontrary contained herein, enforceable the Collateral Custodian shall have no duty or appropriate for the represented purpose or that they are other than what they purport obligation with respect to be on their faceany Loan Asset Checklist delivered to it in electronic form. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further that, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached heretoaddress of the Collateral Custodian located at ▇▇▇▇ ▇▇▇▇ ▇▇▇, Florence, South Carolina, 29501, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 thirty (30) days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to the Transferor and its Affiliates and subsidiaries. (iv) On the third Business Day Reporting Date of each month, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list of Loans in its possession identifying each Loan Asset for which it holds Required Loan Documents and an updated exceptions reportthe applicable Review Criteria that any Loan Asset fails to satisfy. (v) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention as it employs with respect stipulated by the other parties hereto that the Collateral Custodian shall not be required to similar collateral that it holds as custodian for othersexercise any discretion hereunder and shall have no investment or management responsibility. The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Servicer hereunder or under any other Transaction Document.

Duties. From On or before the Second Restatement Date Closing Date, and until its removal pursuant to Section 8.5, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Receivable Files delivered by the Borrower Borrowers pursuant to Section 3.2 hereof 3.1 in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties. Within (i) two (2) Business Days of its receipt of any Required Loan FileReceivable File with respect to Receivables being acquired from Sellers of Receivables included in the Collateral on a prior Funding Date and (ii) five (5) Business Days of its receipt of any Required Receivable File with respect to Receivables being acquired from Sellers of Receivables not previously included in the Collateral, the Trustee Collateral Custodian shall review such Required Loan Receivable File to confirm that (A) the loan documents and instruments in such Required Loan Receivable File have been properly executed and have no missing or mutilated pages, and (B) there is evidence that UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balanceprincipal balance of the Receivable (for closed end contracts only), Loan contract or other identifying number and Obligor name with respect to such Loan Receivable is referenced on the related Loan Checklist Receivables List and is not a duplicate Loan Receivable (based on the Loan contract number or other identifying number) (such items (A) through and (DB) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each the delivery of Required Loan File Receivable Files hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCELExcel® or a comparable format) that contains the Loan contract number, Obligor name, name and original loan balance and the related Loan Checklist(if applicable). At the conclusion of such review, the Trustee Collateral Custodian shall deliver to the Servicer, the Borrower Borrowers and the Administrative Agent a collateral receipt in the form of Exhibit L K attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Receivable Files, the Trustee Collateral Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency and provide them with an exception report specifying the Loans Receivables which have a Deficiency and the Review Criteria that they fail to satisfy. The Servicer shall have fifteen five (155) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan Receivable with any Review Criteria, the Trustee Collateral Custodian shall promptly notify the Borrower Borrowers and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan Receivable and each of the applicable Review Criteria that such Loan Receivable fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Receivable which fails to satisfy a Review Criteria to the Borrower Borrowers or its their applicable designee. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining any Required Loan Receivable File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their face. (ii) In taking and retaining custody of the Required Loan Receivable Files, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan Receivable File documents or the existence, perfection or priority of any Lien on the Required Loan Receivable Files or the instruments therein; and provided further that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan Receivable File documents that are originals or copies shall be kept in fire resistant facilities in accordance with the TrusteeCollateral Custodian’s customary standards for such custody, at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 forty-five (45) days prior to such change. All Required Loan Files Receivable File documents that are originals or copies shall be identified using a barcode system and maintained in such a manner so as to permit retrieval and access. (iv) The Collateral Custodian shall make payments pursuant to the terms of the Servicing Report in accordance with Section 2.7 and 2.8, as applicable, (the “Payment Duties”). (v) On the third Business Day of each month, the Trustee Collateral Custodian shall provide to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list of Loans Receivables in its possession and an updated exceptions report. (vvi) In performing its custodial duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar collateral that it holds as collateral custodian for others.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.5, the Trustee Collateral Custodian shall perform, perform on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i1) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower Seller pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, Administrative Agent as agent for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments, the Trustee Collateral Custodian shall review such the related Asset and Required Loan File Documents to confirm that (A) the loan documents and instruments in such Required Loan File have Asset has been properly executed and have has no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) confirming the related original Outstanding Loan balanceBalance, Loan number and Obligor name with respect to such Loan Asset is referenced on the related Loan Checklist List and is not a duplicate Loan Asset (based on the Loan number) (such items (A) through (D) collectively, the “"Review Criteria”"). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable format) that contains the related Loan number, Obligor name, original loan balance List or that otherwise contains the Loan number and the name of the Obligor with respect to each related Loan ChecklistAsset. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (i) the Outstanding Loan Balances of the Assets it has received Required Loan Documents with respect to is less than as set forth on the Servicerelectronic file, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly immediately notify the Administrative Agent of such discrepancy, and (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one (1) Business Day notify the Servicer of such Deficiency determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen five (155) Business Days to correct any non-compliance with any a Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by an Asset with a Loan with any Review Criteria, the Trustee Collateral Custodian shall promptly notify the Borrower Seller and the Administrative Agent of such determination by providing an updated exception a written report to such Persons persons identifying, with particularity, each Loan Asset and each of the applicable Review Criteria that such Loan Asset fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen ten (1510) Business Days of the Trustee’s Collateral Custodian's delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeSeller. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceDocuments. (ii2) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Administrative Agent and the Secured Parties; provided provided, however, that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further provided, further, that, the Trustee’s Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. (iii3) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 forty-five (45) days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Required Loan Documents shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. (iv4) The Collateral Custodian shall make payments pursuant to the terms of the Monthly Report in accordance with Section 2.7 and Section 2.8 (the "Payment Duties"). (5) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent Agent) identifying each Asset for which it holds Required Loan Documents, the non-complying Assets and the Trustee) an updated list of Loans in its possession and an updated exceptions reportapplicable Review Criteria that any non-complying Asset fails to satisfy. (v6) In performing its custodial duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar collateral Assets that it holds as custodian for othersCollateral Custodian.

Duties. From the Second Restatement Closing Date until its removal pursuant to Section 8.511.05, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 3.02(a) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments, the Trustee related Loan Tape and a hard copy of the Loan Checklist, the Collateral Custodian shall review such the Required Loan File Documents delivered to it to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed (either an original or a copy, as indicated on the Loan Checklist) and have no missing or mutilated pages, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been madeare included, (C) if listed on the Loan Checklist, a copy of an Insurance Policy exists (or evidence thereof) with respect to any real or personal property constituting the Related PropertyUnderlying Collateral is included, and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, as applicable), Loan number and Obligor name name, as applicable, with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Tape (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Checklist which contains the Loan numberinformation with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Checklist. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (I) the original balance of the Loan with respect to which it has received Required Loan Documents is less than as set forth on the ServicerLoan Tape, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency discrepancy within one (1) Business Day, or (II) any Review Criteria is not satisfied, the Collateral Custodian shall within one (1) Business Day notify the Servicer of such determination and provide them the Servicer with an exception report specifying a list of the non-complying Loans which have a Deficiency and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen five (155) Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing (in the form of Exhibit J) by the Servicer and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan which fails to satisfy a any Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File Documents. Notwithstanding anything to determine that the contents thereof are genuinecontrary contained herein, enforceable the Collateral Custodian shall have no duty or appropriate for the represented purpose or that they are other than what they purport obligation with respect to be on their faceany Loan Checklist delivered to it in electronic form. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided provided, further that, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified address of the Collateral Custodian set forth on Schedule III attached heretoAnnex A to this Agreement, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 thirty (30) days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to the Transferor and its Affiliates and subsidiaries. (iv) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list of Loans in its possession identifying each Loan for which it holds Required Loan Documents and an updated exceptions reportthe applicable Review Criteria that any Loan fails to satisfy. (v) In Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Collateral Custodian shall not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. (vi) If, in performing its custodial dutiesduties under this Agreement, the Trustee Collateral Custodian is required to decide between alternative courses of action, the Collateral Custodian may request written instructions from the Administrative Agent as to the course of action desired by the Administrative Agent. If the Collateral Custodian does not receive such instructions within two (2) Business Days after it has requested them, the Collateral Custodian may, but shall use be under no duty to, take or refrain from taking any such courses of action. The Collateral Custodian shall act in accordance with instructions received after such two (2) Business Day period except to the same degree extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions. The Collateral Custodian shall be entitled to rely on the advice of care legal counsel and attention independent accountants in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice. (vii) Nothing herein shall prevent the Collateral Custodian or any of its Affiliates from engaging in other businesses or from rendering services of any kind to any Person. (i) The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit J), as it employs applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests Granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to similar collateral Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it holds as custodian has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) The Collateral Custodian shall not be liable for othersany action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder unless a Responsible Officer of the Collateral Custodian has actual knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Duties. From On or before the Second Restatement Date initial Cut-Off Date, and until its removal pursuant to Section 8.57.5, the Trustee Collateral Agent shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Agent shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 hereof the definition of “Eligible Loans” in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Underlying Instruments and the Loan Checklist, the Collateral Agent shall review the Required Loan File, the Trustee shall review such Required Loan File Documents delivered to it to confirm that (A) if the loan documents and instruments in files delivered per the following sentence indicate that any document must contain an original signature, each such Required Loan File have been properly executed and have no missing document appears to bear the original signature, or mutilated pagesif the file indicates that such document must contain a copy of a signature, that such copies appear to bear a reproduction of such signature, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, ) are included and (DC) based on a review of the applicable note, the related original Loan balance, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (DC) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Agent, in connection with each delivery of Required Loan File Underlying Instruments hereunder to the TrusteeCollateral Agent, the Servicer Collateral Manager shall provide to the Trustee Collateral Agent an electronic file (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Agent) that contains the Loan number, Obligor name, original loan balance and or the related Loan ChecklistChecklist that contains a list of all Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor and the original Loan balance with respect to each related Loan. At If, at the conclusion of such review, the Trustee Collateral Agent shall deliver determine that (1) the original Loan balances of the Loans with respect to which it has received Underlying Instruments is less than as set forth on the Servicerelectronic file, the Collateral Agent shall immediately notify the Administrative Agent, the Borrower and the Administrative Collateral Manager of such discrepancy, and (2) any Review Criteria is not satisfied, the Collateral Agent shall within one (1) Business Day notify the Collateral Manager and the Borrower of such determination and provide the Collateral Manager and the Borrower with a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any list of the Required Loan Files, the Trustee shall promptly notify the Administrative Agent non-complying Loans and the Servicer of such Deficiency and provide them with an exception report specifying the Loans which have a Deficiency and the applicable Review Criteria that they fail to satisfy. The Servicer Collateral Manager shall have fifteen ten (1510) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer Collateral Manager has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee Collateral Agent shall promptly notify the Collateral Manager, Borrower and the Administrative Agent of such determination by providing an updated exception a written report to such Persons persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing in the form of Exhibit E by the Servicer Collateral Manager and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Agent’s delivery of such report, the Trustee Collateral Agent shall return the Underlying Instruments for any Loan which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Agent shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceUnderlying Instruments. (ii) In taking and retaining custody of the Required Loan FilesUnderlying Instruments, the Trustee Collateral Agent shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Agent makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeCollateral Agent’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents Underlying Instruments that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, Collateral Agent’s office set forth in Section 5.5(c) hereof. All Underlying Instruments that are originals or at such other office as copies shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Underlying Instruments that are originals or copies shall be clearly segregated from any other documents or instruments maintained by the Collateral Agent. All Underlying Instruments that are delivered to the Collateral Agent in electronic format shall be saved onto disks and/or onto the Collateral Agent’s secure computer system, and maintained in a manner so as to permit retrieval and access. (iv) The Collateral Agent shall make payments in accordance with Section 2.7 and Section 2.8(a) and as otherwise expressly provided under this Agreement (the “Payment Duties”). (v) On the third Business Day of each monthReporting Date, the Trustee Collateral Agent shall provide a written report to the Administrative Agent Agent, the Borrower and the Servicer Collateral Manager (in a form acceptable to the Administrative Agent) identifying each Loan for which it holds Underlying Instruments, the non-complying Loans and the applicable Review Criteria that any non-complying Loan fails to satisfy. (vi) The Collateral Agent shall, promptly upon its actual receipt of a Borrowing Base Certificate from the Collateral Manager on behalf of the Borrower, calculate the Borrowing Base and, if the Collateral Agent’s calculation does not correspond with the calculation provided by the Collateral Manager on such Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, Borrower and Collateral Manager within one (1) day of receipt by the Collateral Agent of such Borrowing Base Certificate. The Collateral Agent shall also make required calculations for each Payment Date Statement as of the day that is four (4) Business Days prior to the applicable Payment Date, and deliver such calculations to the Borrower and the Collateral Manager (and, following the delivery of a Notice of Exclusive Control, the Administrative Agent and the TrusteeCollateral Manager) an updated list for the Collateral Manager’s (or Administrative Agent’s, as applicable) review no later than two (2) Business Days prior to such Payment Date. Upon the approval (which may be by email) by the Collateral Manager (or after delivery of Loans a Notice of Exclusive Control, the Administrative Agent), the Payment Date Statement shall constitute instructions by the Collateral Manager (or after delivery of a Notice of Exclusive Control, the Administrative Agent) to the Collateral Agent to withdraw on the related Payment Date from the applicable Collection Account and pay or transfer amounts set forth in its possession such report in the manner specified, and an updated exceptions reportin accordance with the priorities established, in Section 2.7 or Section 2.8(a), as applicable. (vvii) The Collateral Agent shall create a collateral database with respect to the Collateral (the “Collateral Database”), and update the Collateral Database daily for changes, including to reflect the sale or other disposition of the Collateral, based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower as may be reasonably required by the Collateral Agent. (viii) The Collateral Agent shall track the receipt and daily allocation to the Accounts of Collections, the outstanding balances therein, and any withdrawals therefrom and, on each Business Day, provide to the Collateral Manager daily reports reflecting such actions as of the close of business on the preceding Business Day. (ix) The Collateral Agent shall provide such other information with respect to the Collateral as may be routinely maintained by the Collateral Agent or as may be required by this Agreement, in each case as the Borrower, Collateral Manager or the Administrative Agent may reasonably request from time to time. (x) The Collateral Agent shall notify the Borrower, the Collateral Manager and the Administrative Agent upon receiving notices, reports or proxies or any other requests relating to corporate actions affecting the Collateral. (xi) If, in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written instructions from the Administrative Agent as to the course of action desired. If the Collateral Agent does not receive such instructions within two (2) Business Days after its request therefor, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such two (2) Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled to rely on the advice of legal counsel and independent accountants obtained in good faith in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice. (xii) In performing its custodial duties, (A) the Trustee Collateral Agent shall use the same a similar degree of care and attention as it employs with respect to similar collateral that it holds as custodian Collateral Agent for othersothers and (B) all calculations made by the Collateral Agent pursuant to this Section 7.2(b) using information that is not routinely maintained by the Collateral Agent, including Advance Rate, EBITDA, Assigned Value and Unrestricted Cash of any Obligor shall be made using such amounts as provided by the Administrative Agent, Controlling Lender, Borrower or the Collateral Manager to the Collateral Agent. (xiii) Nothing herein shall prevent the Collateral Agent or any of its Affiliates from engaging in other businesses or from rendering services of any kind to any Person.

Duties. From On or before the Second Restatement Date initial Cut-Off Date, and until its removal pursuant to Section 8.57.5, the Trustee Collateral Agent shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Agent shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 hereof the definition of “Eligible Loans” in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Underlying Instruments and the Loan Checklist, the Collateral Agent shall review the Required Loan File, the Trustee shall review such Required Loan File Documents delivered to it to confirm that (A) if the loan documents and instruments in files delivered per the following sentence indicate that any document must contain an original signature, each such Required Loan File have been properly executed and have no missing document appears to bear the original signature, or mutilated pagesif the file indicates that such document must contain a copy of a signature, that such copies appear to bear a reproduction of such signature, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, ) are included and (DC) based on a review of the applicable note, the related original Loan balance, Loan identification number and Obligor name with respect to such Loan is the same as the information referenced on the related Loan Checklist or electronic file delivered to the Collateral Agent and is not a duplicate Loan (based on the Loan number) (such items (A) through (DC) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Agent, in connection with each delivery of Required Loan File Underlying Instruments hereunder to the TrusteeCollateral Agent, the Servicer Collateral Manager shall provide to the Trustee Collateral Agent an electronic file (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Agent) that contains the Loan number, Obligor name, original loan balance and or the related Loan ChecklistChecklist that contains a list of all Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor and the original Loan balance with respect to each related Loan. At If, at the conclusion of such review, the Trustee Collateral Agent shall deliver determine that (1) the original Loan balances of the Loans with respect to which it has received Underlying Instruments is less than as set forth on the Servicerelectronic file, the Collateral Agent shall immediately notify the Administrative Agent, the Borrower and the Administrative Agent a collateral receipt in the form Collateral Manager of Exhibit L attached hereto such discrepancy, and (a “Collateral Receipt”). If 2) any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan FilesReview Criteria is not satisfied, the Trustee Collateral Agent shall promptly within one (1) Business Day notify the Administrative Agent Agent, the Collateral Manager and the Servicer Borrower of such Deficiency determination and provide them with an exception report specifying the Loans which have a Deficiency Administrative Agent, the Collateral Manager and the Borrower with a list of the non-complying Loans and the applicable Review Criteria that they fail to satisfy. The Servicer Collateral Manager shall have fifteen ten (1510) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer Collateral Manager has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee Collateral Agent shall promptly notify the Collateral Manager, Borrower and the Administrative Agent of such determination by providing an updated exception a written report to such Persons persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. satisfy In addition, if requested in writing in the form of Exhibit E by the Servicer Collateral Manager and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Agent’s delivery of such report, the Trustee Collateral Agent shall return the Underlying Instruments for any Loan which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoingforegoing expressly set forth herein, the Trustee Collateral Agent shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceUnderlying Instruments. (ii) The parties to this Agreement hereby agree that the sole purpose of the Collateral Agent’s review of certain Required Loan Documents pursuant to this Section 7.2(b) is to confirm receipt of thereof by confirming certain information contained in such documents as set forth therein. The Collateral Agent’s review of such documents shall not be deemed to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rules 17g-10 and 15Ga-2, respectively, as promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Any recipient of any list of non-complying Loans and any exception report or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such list of non-complying Loans or exception report, directly or indirectly, with any rating agency. (iii) In taking and retaining custody of the Required Loan FilesUnderlying Instruments, the Trustee Collateral Agent shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Agent makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeCollateral Agent’s duties as agent shall be limited to those expressly contemplated set forth herein. (iiiiv) All Required Loan File documents Underlying Instruments that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, Collateral Agent’s office set forth in Section 5.5(c) hereof. All Underlying Instruments that are originals or at such other office as copies shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Underlying Instruments that are originals or copies shall be clearly segregated from any other documents or instruments maintained by the Collateral Agent. All Underlying Instruments that are delivered to the Collateral Agent in electronic format shall be saved onto disks and/or onto the Collateral Agent’s secure computer system, and maintained in a manner so as to permit retrieval and access. (ivv) The Collateral Agent shall make payments in accordance with the express direction set forth in Section 2.7 and Section 2.8(a) and as otherwise expressly provided under this Agreement (the “Payment Duties”). (vi) On the third Business Day of each monthReporting Date, the Trustee Collateral Agent shall provide a written report to the Administrative Agent Agent, the Borrower and the Servicer Collateral Manager (in a form acceptable to the Collateral Agent and the Administrative Agent) identifying each Loan for which it holds Underlying Instruments, the non-complying Loans and the applicable Review Criteria that any non-complying Loan fails to satisfy. (vii) The Collateral Agent shall, promptly upon its actual receipt of a Borrowing Base Certificate from the Collateral Manager on behalf of the Borrower, calculate the Borrowing Base and, if the Collateral Agent’s calculation does not correspond with the calculation provided by the Collateral Manager on such Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, Borrower and Collateral Manager within one (1) day of receipt by the Collateral Agent of such Borrowing Base Certificate. The Collateral Agent shall also make required calculations based on information provided to it for each Payment Date Statement as of the day that is four (4) Business Days prior to the applicable Payment Date, and deliver such calculations to the Borrower and the Collateral Manager (and, following the delivery of a Notice of Exclusive Control, the Administrative Agent and the TrusteeCollateral Manager) an updated list for the Collateral Manager’s (or Administrative Agent’s, as applicable) review no later than two (2) Business Days prior to such Payment Date. Upon the approval (which may be by email) by the Collateral Manager (or after delivery of Loans a Notice of Exclusive Control, the Administrative Agent), the Payment Date Statement shall constitute instructions by the Collateral Manager (or after delivery of a Notice of Exclusive Control, the Administrative Agent) to the Collateral Agent to withdraw on the related Payment Date from the applicable Collection Account and pay or transfer amounts set forth in its possession such report in the manner specified, and an updated exceptions reportin accordance with the priorities established, in Section 2.7 or Section 2.8(a), as applicable. (vviii) The Collateral Agent shall create a collateral database with respect to the Collateral (the “Collateral Database”), and update the Collateral Database daily for changes, including to reflect the sale or other disposition of the Collateral, based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower and the Collateral Manager as may be reasonably required by the Collateral Agent. The Collateral Manager shall supply in a timely fashion any information maintained by it that the Collateral Agent may from time to time reasonably request with respect to the Collateral and reasonably needs to complete the reports required to be prepared by the Collateral Agent hereunder or reasonably required to permit the Collateral Agent to perform its obligations hereunder. (ix) The Collateral Agent shall track the receipt and daily allocation to the Accounts of Collections, the outstanding balances therein, and any withdrawals therefrom and, on each Business Day, provide to the Collateral Manager daily reports reflecting such actions as of the close of business on the preceding Business Day. (x) The Collateral Agent shall provide such other information with respect to the Collateral as may be routinely maintained by the Collateral Agent or as may be expressly required by this Agreement, in each case as the Borrower, Collateral Manager or the Administrative Agent may reasonably request from time to time in writing. (xi) The Collateral Agent shall notify the Borrower, the Collateral Manager and the Administrative Agent upon receiving notices, reports or proxies or any other requests relating to corporate actions affecting the Collateral. (xii) If, in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written instructions from the Administrative Agent as to the course of action desired. If the Collateral Agent does not receive such instructions within two (2) Business Days after its request therefor, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such two (2) Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled to rely on the advice of legal counsel and independent accountants obtained in good faith in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice. (xiii) In performing its custodial duties, (A) the Trustee Collateral Agent shall use the same a similar degree of care and attention as it employs with respect to similar collateral that it holds as custodian Collateral Agent for othersothers and (B) all calculations made by the Collateral Agent pursuant to this Section 7.2(b) using information that is not routinely maintained by the Collateral Agent, including Advance Rate, EBITDA, Assigned Value and Unrestricted Cash of any Obligor shall be made using such amounts as provided by the Administrative Agent, Controlling Lender, Borrower or the Collateral Manager to the Collateral Agent. (xiv) Nothing herein shall prevent the Collateral Agent or any of its Affiliates from engaging in other businesses or from rendering services of any kind to any Person.

Duties. From the Second Restatement Closing Date until its resignation or removal pursuant to Section 8.513.10, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, perform the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower any Loan Party pursuant to Section 3.2 hereof and in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments and the related Loan Checklist, the Trustee Collateral Custodian shall review such the Required Loan File Documents delivered to it to confirm that (A) the loan documents and instruments in Obligor name matches the Loan Checklist, (B) such Required Loan File Documents have been properly executed by each party thereto and appear to have no missing or mutilated pages, (BC) there is evidence that UCC and other filings (to extent identified on each item listed in the related Loan Checklist as being required by has been provided to the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, Collateral Custodian and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, Loan number and Obligor name with respect as applicable) is greater than or equal to such Loan is referenced the loan balance listed on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Schedule (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian hard copy (which may be preceded by an electronic file (copy in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Custodian as applicable) that contains the Loan number, Obligor name, original loan balance and of the related Loan Checklist that contains a list of all related Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor with respect to each related Loan. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Checklist. At If, at the conclusion of such review, the Trustee shall deliver Collateral Custodian is unable to confirm the ServicerReview Criteria, the Borrower Collateral Custodian shall within one (1) Business Day notify the Servicer and the Administrative Agent applicable Loan Party of such determination and provide the Servicer and such Loan Party with a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any list of the Required Loan Files, the Trustee shall promptly notify the Administrative Agent non-complying Loans and the Servicer of such Deficiency and provide them with an exception report specifying the Loans which have a Deficiency and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen twenty (1520) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee Collateral Custodian shall promptly notify the Borrower Servicer, the applicable Loan Party and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan continued non-compliance and each of the applicable Review Criteria that such Loan fails shall cease to satisfybe an Eligible Loan until such non-compliance is cured. In addition, if requested in writing in the form of Exhibit D by the Servicer and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return the Required Loan Documents for any Loan which fails to satisfy a any Review Criteria to the Borrower or its designeesuch Loan Party. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceUnderlying Instruments. (ii) In taking and retaining custody of the Required Loan FilesUnderlying Instruments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents Documents that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to offices of the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such changeCollateral Custodian. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian. (iv) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) identifying each Loan for which it holds Required Loan Documents and any Review Criteria that each such Loan fails to satisfy. The Servicer shall have twenty (20) Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. To the extent such non-compliance has not been cured within such time period, such Loan shall cease to be an updated list of Loans in its possession and an updated exceptions reportEligible Loan until such non-compliance is cured. (v) The Collateral Custodian agrees to cooperate with the Administrative Agent and deliver any Required Loan Documents to the Administrative Agent as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to exercise or enforce any of the rights of a Secured Party hereunder. In performing its custodial dutiesthe event the Collateral Custodian receives instructions from the Servicer or any Loan Party which conflict with any instructions received by the Administrative Agent, the Trustee Collateral Custodian shall use rely on and follow the same degree instructions given by the Administrative Agent. (vi) On or promptly following the Closing Date, the Collateral Custodian shall provide the Collateral Agent, the Administrative Agent, the Borrower and the Servicer access to an electronic database maintained by the Collateral Custodian, which such database shall identify the Required Loan Documents delivered to the Collateral Custodian per the Loan Checklist. (vii) Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Collateral Custodian shall not have or be deemed to have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Loan Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower, the Administrative Agent or Collateral Agent hereunder or under any other Loan Document. (viii) After the occurrence and during the continuance of an Event of Default, the Collateral Custodian agrees to cooperate with the Collateral Agent and promptly deliver any Required Loan Documents to the Collateral Agent (acting at the direction of the Required Lenders) as requested in order to take any action that the Lenders deem necessary or desirable in order for the Collateral Agent to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder. In the event the Collateral Custodian receives instructions from the Borrower which conflict with any instructions received from the Collateral Agent (acting at the direction of the Required Lenders) at any time other than following the occurrence and during the continuance of an Event of Default, the Collateral Custodian shall rely on and follow the instructions given by the Collateral Agent. After the occurrence and during the continuance of an Event of Default, the Collateral Custodian shall rely on and follow only the instructions given by the Collateral Agent and shall not follow any instructions given by the Borrower. (ix) The Collateral Agent or the Administrative Agent (each acting at the direction of the Required Lenders) may direct the Collateral Custodian in writing to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Collateral Agent or Administrative Agent, as applicable; provided that the Collateral Custodian shall not be required to take any such action at the direction of the Administrative Agent, the Collateral Agent, or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder (unless it employs has been provided with an indemnity agreement (including the indemnity provisions contained herein and in the other Transaction Documents) which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent or Collateral Agent, as applicable, and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent or the Collateral Agent, as applicable, within 10 Business Days of its receipt of such request, then the Administrative Agent or the Collateral Agent, as applicable, shall be deemed to similar collateral have declined to consent to the relevant action. (x) The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that it holds as custodian for othersthis Agreement provides such Secured Party the right to so direct the Collateral Custodian or the Administrative Agent or Collateral Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless an authorized officer of the Collateral Custodian has received written notice from a Lender or the Borrower referring to this Agreement, describing such Event of Default, and stating that such notice is a “Notice of Event of Default.” In the absence of receipt of such notice, the Collateral Custodian may conclusively assume that there is no Event of Default.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.5, the Trustee shall perform, perform on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee shall take and retain custody of the Required Loan Files Documents delivered by the Borrower Seller pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, Trustee for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileDocuments, the Trustee shall review such the related Required Loan File Documents to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been maderecorded, and (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balance, Loan number and Obligor name with respect to such Loan is properly referenced on the related Loan Checklist List and is not a duplicate Loan Asset (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Required Loan File Documents hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file (in Microsoft EXCEL® EXCEL or a comparable format) that contains the related Loan List or that otherwise contains the Loan number, the name of the Obligor name, original loan balance and the Outstanding Loan Balance with respect to each related Loan ChecklistAsset. At If, at the conclusion of such review, the Trustee shall deliver to determine that (i) the Servicer, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any initial balances of the Loans with respect to which it has received Required Loan FilesDocuments is less than the Outstanding Loan Balances as set forth on the electronic file, the Trustee shall promptly notify the Administrative Agent of such discrepancy, and (ii) any Review Criteria is not satisfied, the Trustee shall within one Business Day notify the Servicer of such Deficiency determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days to correct any non-compliance with any a Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by an Asset with a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower Seller and the Administrative Agent of such determination by providing an updated exception a written report to such Persons persons identifying, with particularity, each Loan Asset and each of the applicable Review Criteria that such Loan Asset fails to satisfy. In addition, if requested in writing Upon written receipt by the Trustee from the Servicer of a request for release of Required Loan Documents in the form attached hereto as Exhibit H and approved by the Administrative Agent within fifteen (15) 10 Business Days of the Trustee’s delivery of such report, the Trustee shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeSeller. Other than the foregoing, the Trustee shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceDocuments. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee shall be deemed to be acting as the Bailee agent of the Administrative Agent and the Secured Parties; provided provided, however, that the Trustee makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further provided, further, that, the Trustee’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Required Loan Documents shall be clearly segregated from any other documents or instruments maintained by the Trustee. (iv) The Trustee shall make payments pursuant to the terms of the Monthly Report in accordance with Section 2.7 and Section 2.8 (the “Payment Duties”). (v) On the third Business Day of each monthReporting Date, the Trustee shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent Agent) identifying each Asset for which it holds Required Loan Documents, the non-complying Assets and the Trustee) an updated list of Loans in its possession and an updated exceptions reportapplicable Review Criteria that any non-complying Asset fails to satisfy. (vvi) In performing its custodial duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar collateral assets that it holds as custodian for othersTrustee.

Duties. From On or before the Second Restatement Date Effective Date, and until its removal pursuant to Section 8.513.4, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) In connection with the delivery of a Loan Checklist Delivery Letter pursuant to Section 2.2(b)(iv), 2.15(a) or 2.15(c) on a Funding Date, a Substitution Date or Acquisition Date, as the case may be, no later than three (3) Business Days after such Funding Date, Substitution Date or Acquisition Date, as applicable, the Borrower shall deliver to the Administrative Agent and the Collateral Custodian electronic copies of the Required Loan Documents for the Transferred Loans Conveyed on such Funding Date, Substitution Date or Acquisition Date. The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 hereof the definition of “Eligible Loans” in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties. Within two ten (10) Business Days following the any Funding Date (and provided the Collateral Custodian has received the Transferred Loan Checklist) with respect to the Transferred Loans Conveyed on such Funding Date and five (5) Business Days of its receipt of any Loan Documents and the Transferred Loan Checklist with respect to any Substitute Loans and any Acquired Loans (the “Review Period”), the Collateral Custodian shall review the Required Loan File, the Trustee shall review such Required Loan File Documents delivered to it to confirm that (A) if the loan documents files delivered per the following sentence indicate that any document must contain an original signature, each such document appears to bear the original signature, or if the file indicates that such document may contain a copy of a signature, that such copies appear to bear an original or a reproduction of such signature and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified based on a review of the applicable note, the related initial Loan Checklist as being required balance when entered into or obtained by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balanceBorrower, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan Checklist List and is not a duplicate Loan (based on the Loan number) (such items (A) through (DB) collectively, the “Review Criteria”). In ) and shall prepare a report substantially in the form of Exhibit H (the “Custodial Receipt”) including the Exceptions Report attached as Schedule A. If so requested by the Collateral Custodian, in order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Custodian) or the related Transferred Loan Checklist that contains a list of all Required Loan Documents and whether they require original signatures, the Loan number, Obligor name, original loan balance identification number and the name of the Obligor and the initial Loan balance when entered into or obtained by the Borrower with respect to each related Loan ChecklistLoan. At the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that there are discrepancies in any Review Criteria, the Collateral Custodian shall include a list of the Review Criteria discrepancies (an “Exception Report”) in its Custodial Receipt to the Servicer, the Borrower Servicer and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee shall promptly notify the Administrative Agent and the Servicer of such Deficiency and provide them with an exception report specifying the Loans which have a Deficiency and the Review Criteria that they fail to satisfyAgent. The Servicer shall have fifteen ten (1510) Business Days to correct any non-compliance with any Review CriteriaCriteria listed on the Exception Report. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteriadiscrepancies listed on the Exception Report to the Administrative Agent’s satisfaction, the Trustee Administrative Agent shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report a written notice to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfyServicer. In addition, if requested in writing in the form of Exhibit E by the Servicer Borrower and approved by the Administrative Agent within fifteen (15) Business Days of the Trustee’s delivery of such reportAgent, the Trustee Collateral Custodian shall return the Loan Documents for any Loan which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewingreviewing any Loan Documents. The Borrower shall deliver, inspecting or examining any cause to be delivered, to the Collateral Custodian all of the Required Loan File Documents for each Loan Document owned by the Borrower at any time during the term of this Agreement at the address identified herein. The Collateral Custodian shall not be responsible for any Loan Document until actually received by it. Notwithstanding any language to determine that the contents thereof are genuinecontrary herein, enforceable the Collateral Custodian shall make no representations as to, and shall not be responsible to verify, (i) the validity, legality, ownership, title, perfection, priority, enforceability, due authorization, recordability, sufficiency for any purpose, or appropriate for genuineness of any of the represented purpose documents contained in the Loan Documents or that they are other than what they purport to be on their face(ii) the collectability, insurability, effectiveness or suitability of any such Loan Document. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files or the instruments therein; and provided further that, the Trustee’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents Documents that are originals or copies of promissory notes or allonges shall be kept in fire resistant vaults, rooms or cabinets at the Custody Facilities. All Loan Documents that are originals or copies shall be kept in fire resistant facilities in accordance placed together with the Trustee’s customary standards for such custody, at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files shall be identified using a barcode system an appropriate identifying label and maintained in such a manner so as to permit identification, retrieval and access. All Loan Documents that are delivered to the Collateral Custodian in electronic format shall be saved onto disks and/or onto the Collateral Custodian’s secure computer system, and maintained in a manner so as to permit retrieval and access. (iv) The Servicer and the Administrative Agent may request that the Collateral Custodian provide an updated list of Loans for which it holds Required Loan Documents and the related Exception Report. (v) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent Agent) identifying each Loan for which it holds Loan Documents, the non-complying Loans and the Trustee) an updated list of Loans in its possession and an updated exceptions reportapplicable Review Criteria that any non-complying Loan fails to satisfy. (v) In performing its custodial duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar collateral that it holds as custodian for others.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.5, the Trustee Collateral Custodian shall perform, perform on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Asset Documents delivered by the Borrower Seller pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, Administrative Agent as agent for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileAsset Documents, the Trustee Collateral Custodian shall review such the related Collateral and Required Loan File Asset Documents to confirm that (A) the loan documents and instruments in such Required Loan File have Collateral has been properly executed and have has no missing or mutilated pages, (B) there is evidence that any UCC and other filings (to extent identified as set forth on the related Loan Checklist as being required by the Required Loan FileAsset Checklists) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) confirming the related original Loan balanceOutstanding Asset Balance, Loan Asset number and Obligor name with respect to such Loan Asset is referenced on the related Loan Checklist Asset List and is not a duplicate Loan Asset (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Asset Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable format) that contains the Loan number, Obligor name, original loan balance related Asset List or that otherwise contains the Asset identification number and the name of the Obligor with respect to each related Loan ChecklistAsset. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver to the Servicer, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee shall promptly notify the Administrative Agent and the Servicer of such Deficiency and provide them with an exception report specifying the Loans which have a Deficiency and the Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen (15) Business Days of the Trustee’s delivery of such report, the Trustee shall return any Loan which fails to satisfy a Review Criteria to the Borrower or its designee. Other than the foregoing, the Trustee shall not have any responsibility for reviewing, inspecting or examining any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their face. (ii) In taking and retaining custody of the Required Loan Files, the Trustee shall be deemed to be acting as the Bailee of the Secured Parties; provided that the Trustee makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files or the instruments therein; and provided further that, the Trustee’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custody, at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files shall be identified using a barcode system and maintained in such a manner so as to permit retrieval and access. (iv) On the third Business Day of each month, the Trustee shall provide to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent and the Trustee) an updated list of Loans in its possession and an updated exceptions report. (v) In performing its custodial duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar collateral that it holds as custodian for others.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.57.5 or resignation pursuant to Section 7.7, the Trustee Collateral Agent shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Agent shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 hereof and in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments and the related Loan Checklist, the Trustee Collateral Agent shall review such the Required Loan File Documents delivered to it to confirm that (A) the loan documents and instruments in Obligor name matches the Loan Checklist, (B) such Required Loan File Documents have been properly executed by each party thereto and appear to have no missing or mutilated pages, (BC) there is evidence that UCC and other filings (to extent identified on each item listed in the related Loan Checklist as being required by has been provided to the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, Collateral Agent and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, Loan number and Obligor name with respect as applicable) is greater than or equal to such Loan is referenced the loan balance listed on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Schedule (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Agent, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Agent, the Servicer Collateral Manager shall provide to the Trustee Collateral Agent a hard copy (which may be preceded by an electronic file (copy in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Agent, as applicable) that contains the Loan number, Obligor name, original loan balance and of the related Loan Checklist that contains a list of all related Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor with respect to each related Loan. Notwithstanding anything herein to the contrary, the Collateral Agent’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Checklist. At If, at the conclusion of such review, the Trustee shall deliver Collateral Agent is unable to confirm the ServicerReview Criteria, the Borrower Collateral Agent shall within one (1) Business Day notify the Collateral Manager and the Administrative Agent Borrower of such determination and provide the Collateral Manager and the Borrower with a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any list of the Required Loan Files, the Trustee shall promptly notify the Administrative Agent non-complying Loans and the Servicer of such Deficiency and provide them with an exception report specifying the Loans which have a Deficiency and the applicable Review Criteria that they fail to satisfy. The Servicer Collateral Manager shall have fifteen twenty (1520) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer Collateral Manager has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee Collateral Agent shall promptly notify the Collateral Manager, the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan continued non-compliance and each of the applicable Review Criteria that such Loan fails shall cease to satisfybe an Eligible Loan until such non-compliance is cured. In addition, if requested in writing in the form of Exhibit D by the Servicer Collateral Manager and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Agent’s delivery of such report, the Trustee Collateral Agent shall return the Required Loan Documents for any Loan which fails to satisfy a any Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Agent shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceUnderlying Instruments. (ii) In taking and retaining custody of the Required Loan FilesUnderlying Instruments, the Trustee Collateral Agent shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Agent makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeCollateral Agent’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents Documents that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to offices of the Administrative Collateral Agent and the Servicer by the Trustee set forth in a written notice delivered at least 45 days prior to such changeSection 5.5(c). All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Agent shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Agent. (iv) On the third Business Day of each monthReporting Date, the Trustee Collateral Agent shall provide a written report to the Administrative Agent and the Servicer Collateral Manager (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Agent) identifying each Loan for which it holds Required Loan Documents and any Review Criteria that each such Loan fails to satisfy. The Collateral Manager shall have twenty (20) Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. To the extent such non-compliance has not been cured within such time period, such Loan shall cease to be an updated list of Loans in its possession and an updated exceptions reportEligible Loan until such non-compliance is cured. (v) The Collateral Agent agrees to cooperate with the Administrative Agent and deliver any Required Loan Documents to the Administrative Agent as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to exercise or enforce any of the rights of a Secured Party hereunder. In the event the Collateral Agent receives instructions from the Collateral Manager or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Agent shall rely on and follow the instructions given by the Administrative Agent. (vi) The Collateral Agent shall, promptly upon its actual receipt of a Borrowing Base Certificate from the Collateral Manager on behalf of the Borrower, calculate the Borrowing Base and, if the Collateral Agent’s calculation does not correspond with the calculation provided by the Collateral Manager on such Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, the Borrower and Collateral Manager within one (1) Business Day of receipt by the Collateral Agent of such Borrowing Base Certificate. The Collateral Agent shall also make required calculations for each Payment Date Statement as of the day that is four (4) Business Days prior to the applicable Payment Date, and deliver such calculations to the Borrower and the Collateral Manager (and, following the delivery of a Notice of Exclusive Control, the Administrative Agent and the Collateral Manager) for the Collateral Manager’s (or Administrative Agent’s, as applicable) review and approval no later than two (2) Business Days prior to such Payment Date. Upon the approval (which may be by email) by the Collateral Manager (or after delivery of a Notice of Exclusive Control, the Administrative Agent), the Payment Date Statement shall constitute instructions by the Collateral Manager (or after delivery of a Notice of Exclusive Control, the Administrative Agent) to the Collateral Agent to withdraw on the related Payment Date from the applicable Collection Account and pay or transfer amounts set forth in such report in the manner specified, and in accordance with the priorities established, in Section 2.7 or Section 2.8, as applicable. (vii) The Collateral Agent shall make payments in accordance with Section 2.7 and Section 2.8 and as otherwise expressly provided under this Agreement. (viii) The Administrative Agent and each other Secured Party further authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loans now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this clause shall be deemed to relieve the Borrower or the Collateral Manager of their respective obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral. (ix) If, in performing its custodial dutiesduties under this Agreement, the Trustee Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written instructions from the Administrative Agent as to the course of action desired by the Administrative Agent. If the Collateral Agent does not receive such instructions within two (2) Business Days after its request therefor, the Collateral Agent may, but shall use be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such two (2) Business Day period except to the same degree extent it has already taken, or committed itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled to rely on the advice of care legal counsel and attention as independent accountants obtained in good faith in performing its duties hereunder and shall be deemed to have acted in good faith if it employs acts in accordance with such advice. (x) The Collateral Agent shall create a collateral database with respect to similar collateral the Collateral (the “Collateral Database”), and update the Collateral Database daily for changes, including to reflect the sale or other disposition of the Collateral, based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower as may be reasonably required by the Collateral Agent. (xi) The Collateral Agent shall track the receipt and daily allocation to the Accounts of Collections, the outstanding balances therein, and any withdrawals therefrom and, on each Business Day, provide to the Collateral Manager daily reports reflecting such actions as of the close of business on the preceding Business Day. (xii) The Collateral Agent shall provide such other information with respect to the Collateral as may be routinely maintained by the Collateral Agent or as may be required by this Agreement, in each case as the Borrower, Collateral Manager or the Administrative Agent may reasonably request from time to time. (xiii) The Collateral Agent shall notify the Borrower, the Collateral Manager and the Administrative Agent upon receiving notices, reports or proxies or any other requests relating to corporate actions affecting the Collateral. (xiv) All calculations made by the Collateral Agent pursuant to this Section 7.2(b) using information that is not routinely maintained by the Collateral Agent, including EBITDA, Adjusted Borrowing Value, Assigned Value and Unrestricted Cash of any Obligor shall be made exclusively using such amounts as provided by the Administrative Agent, the Borrower or the Collateral Manager to the Collateral Agent. (xv) The Administrative Agent may direct the Collateral Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent. Each of the Administrative Agent, the Borrower and the Collateral Manager shall timely provide to the Collateral Agent the information required to be delivered by it holds under this Agreement and any other Transaction Document, and such other information as custodian for othersmay be requested by the Collateral Agent in connection with its verification and reporting duties hereunder. Each of the Administrative Agent, the Borrower and the Collateral Manager shall assist and cooperate with the Collateral Agent in connection with the preparation or verification by the Collateral Agent of all reports, statements, calculations and certificates required in connection with the Collateral Agent’s duties hereunder. Without limiting the generality of the foregoing, the Collateral Manager shall advise the Collateral Agent in a timely manner of the results of any determinations, designations and selections made by it relating to the acquisition or disposition of any Collateral and supply the Collateral Agent with such other information as the Collateral Agent may from time to time request with respect to the Collateral to permit the Collateral Agent to perform its obligations hereunder, including any information that may be required under this Agreement or any other Transaction Document with respect to or as to the designation or characterization of any Loans and the monitoring of any acquisition or disposition of any Loans and whether a credit amendment has occurred. The Collateral Agent shall have no obligation to determine whether any Loan Asset meets the definition of “Eligible Loan”. (xvi) Nothing herein shall prevent the Collateral Agent or any of its Affiliates from engaging in other businesses or from rendering services of any kind to any Person. (xvii) Concurrently herewith, the Administrative Agent directs UMB Bank, National Association as Collateral Agent to enter into the Securities Account Control Agreement.

Duties. From the Second Restatement Effective Date until its removal pursuant to Section 8.513.5, the Trustee Document Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Document Custodian shall take and retain custody of the Required Loan Files Documents delivered (physically or electronically) by the Borrower pursuant to Section 3.2 hereof the definition of “Eligible Loan” in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments and the Loan Checklist (the “Review Period”), the Trustee Document Custodian shall review such the Required Loan File Documents delivered to it to confirm that (A) if the loan documents files delivered per the following sentence indicate that any document must contain an original signature, each such document appears to bear the original signature, or if the file indicates that such document may contain a copy of a signature, that such copies appear to bear an original or a reproduction of such signature and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified based on a review of the applicable note, the related initial Loan Checklist as being required balance when entered into or obtained by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balanceBorrower, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (DB) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeDocument Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeDocument Custodian, the Servicer Collateral Manager shall provide to the Trustee Document Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Document Custodian) that contains the listing Loan identification number, Obligor namename of Obligor, original loan and initial Loan balance and the related Loan ChecklistChecklist per file that contains a list of all Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor and the initial Loan balance when entered into or obtained by the Borrower with respect to each related Loan. At If, at the conclusion of such review, the Trustee Document Custodian shall deliver to the Servicerdetermine that any Review Criteria are not satisfied, the Borrower and Document Custodian shall within one (1) Business Day notify the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan FilesBorrower, the Trustee shall promptly notify the Administrative Agent and the Servicer Collateral Manager of such Deficiency determination and provide them with an exception report specifying the Loans which have a Deficiency Collateral Manager and the Borrower with a list of the non-complying Loans and the applicable Review Criteria that they fail to satisfy. The Servicer Collateral Manager shall have fifteen ten (1510) Business Days to correct any non-compliance with any Review CriteriaCriteria as stated in the preceding sentence. If after After the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review CriteriaPeriod, the Trustee Document Custodian shall promptly notify execute and deliver to the Borrower Collateral Manager and the Administrative Agent of such determination by providing a certification substantially in the form attached hereto as Exhibit J, including an updated attached exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfyreport. In addition, if requested in writing substantially in the form of Exhibit E by the Servicer Collateral Manager and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeDocument Custodian’s delivery of such report, the Trustee Document Custodian shall return the Required Loan Documents for any Loan which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Document Custodian shall not have any responsibility for reviewingreviewing any Underlying Instruments. Notwithstanding anything herein to the contrary, inspecting or examining any the Document Custodian’s obligation to review the Required Loan File Documents shall be limited to determine that reviewing such Required Loan Documents based on the contents thereof are genuine, enforceable or appropriate for information provided on the represented purpose or that they are other than what they purport to be on their faceLoan Checklist. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Document Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Document Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeDocument Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents Documents (to the extent physically received by the Document Custodian) that are (i) originals or physical copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached heretoaddress of the Document Custodian located at the Custody Facilities, or at such other office as shall be specified to the Administrative Agent Agent, the Borrower, and the Servicer Collateral Manager by the Trustee Document Custodian in a written notice delivered at least 45 thirty (30) days prior to such changechange and (ii) in electronic form (it being agreed that Required Loan Documents shall only be permitted to be delivered in electronic form with respect to Noteless Loans) shall be held electronically in such electronic format in which such Required Loan Documents were received. All Required Loan Files Documents that are originals or copies shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Document Custodian shall segregate the physical Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Document Custodian. (iv) On All Required Loan Documents with respect to Permitted Investments that are originals or copies shall be kept in fire resistant vaults, rooms or cabinets at the third Business Day of each month, the Trustee shall provide Custody Facilities (or such other location identified to the Administrative Agent and Borrower). All such Required Loan Documents that are originals or copies shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All such Required Loan Documents that are originals or copies shall be clearly segregated from any other documents or instruments maintained by the Servicer Document Custodian. All such Required Loan Documents that are delivered to the Document Custodian in electronic format shall be saved onto disks and/or onto the Document Custodian’s secure computer system, and maintained in a manner so as to permit retrieval and access. (v) On each Reporting Date, the Document Custodian shall provide a written report to the Administrative Agent, the Borrower, and the Collateral Manager (in a form acceptable to the Administrative Agent) identifying each Loan for which it holds Required Loan Documents, the non-complying Loans and the applicable Review Criteria that any non-complying Loan fails to satisfy. (vi) Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Document Custodian shall not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Document Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Document Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Document Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Collateral Manager hereunder or under any other Transaction Document. (vii) The Administrative Agent may direct the Document Custodian to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Document Custodian hereunder, the Document Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that, the Document Custodian shall not be required to take any action hereunder at the request of the Administrative Agent or otherwise if the taking of such action, in the reasonable determination of the Document Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Document Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Document Custodian requests the consent of the Administrative Agent and the TrusteeDocument Custodian does not receive a consent (either positive or negative) an updated list from the Administrative Agent within ten (10) Business Days of Loans in its possession and an updated exceptions reportreceipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (vviii) In performing its custodial dutiesThe Document Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the Trustee shall use request or direction of any Secured Party, to the same degree of care and attention as it employs with respect extent that this Agreement provides such Secured Party the right to similar collateral that it holds as custodian for othersso direct the Document Custodian.

Duties. From the Second Restatement Closing Date until its removal or replacement pursuant to Section 8.511.05 or Section 11.07, as applicable, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments, the Trustee related Loan Asset Schedule and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review such the Required Loan File Documents to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been madeare included, (C) if listed on the Loan Asset Checklist, a copy of an Insurance Policy exists (or evidence thereof) with respect to any real or personal property constituting the Related PropertyCollateral is included, and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name name, as applicable, with respect to such Loan Asset is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Asset Schedule (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (I) the original balance of the Loan Asset with respect to which it has received Required Loan Documents does not match the Servicerbalance set forth on the Loan Asset Schedule, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency and provide them with an exception report specifying discrepancy within one (1) Business Day, or (II) any Review Criteria is not satisfied, the Loans which have a Deficiency Collateral Custodian shall within one (1) Business Day notify the Administrative Agent and the Servicer of such determination and deliver to the Administrative Agent and the Servicer a certification substantially in the form attached hereto as Exhibit P that includes a list of the non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen five (155) Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing (in the form of Exhibit J) by the Servicer and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File Documents. Notwithstanding anything to determine that the contents thereof are genuinecontrary contained herein, enforceable the Collateral Custodian shall have no duty or appropriate for the represented purpose or that they are other than what they purport obligation with respect to be on their faceany Loan Asset Checklist delivered to it in electronic form. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further that, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached heretoaddress of the Collateral Custodian located at ▇▇▇▇ ▇▇▇▇ ▇▇▇, Florence, South Carolina, 29501, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 thirty (30) days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to the Transferor and its Affiliates and subsidiaries. (iv) On the third Business Day Reporting Date of each month, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list of Loans in its possession identifying each Loan Asset for which it holds Required Loan Documents and an updated exceptions reportthe applicable Review Criteria that any Loan Asset fails to satisfy. (v) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Servicer hereunder or under any other Transaction Document. (i) The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit J), as it employs applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to similar collateral Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it holds as custodian has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) The Collateral Custodian shall not be liable for othersany action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Duties. From the Second Restatement Date until its removal pursuant to Section 8.5, the Trustee The Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 hereof and in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. With respect to each delivery of Required Loan Documents, each Borrower shall provide or cause to be provided a related Loan Checklist to the Custodian with respect to such Required Loan Documents that are being delivered. (ii) Within two five (5) Business Days of its receipt of any Required Loan FileDocuments and the related Loan Checklist, the Trustee Custodian shall review such the Required Loan File Documents delivered to it (as identified on the related Loan Checklist) to confirm that (A) the loan documents and instruments in Obligor name matches the Loan Checklist, (B) such Required Loan File Documents have been properly executed by each party thereto and appear to have no missing or mutilated pages, (BC) there is evidence that UCC and other filings (to extent identified on each item listed in the related Loan Checklist as being required by has been provided to the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, Custodian and (D) the related original Loan balancebalance at the time of assignment or acquisition (based on a comparison to the note or assignment agreement, Loan number and Obligor name with respect to such Loan is referenced as applicable) matches the loan balance listed on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Schedule (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCustodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCustodian, the Servicer Collateral Manager shall provide to the Trustee Custodian an electronic file copy (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Custodian, as applicable) of the related Loan Checklist that contains a list of all related Required Loan Documents and whether they require original signatures, the Loan identification number, Obligor name, the original loan principal balance of such Loan and the name of the Obligor with respect to each related Loan. Notwithstanding anything herein to the contrary, the Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Checklist. At the conclusion of such review, the Trustee Custodian shall deliver to provide the ServicerCollateral Manager, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee shall promptly notify the Administrative Agent and the Servicer of such Deficiency applicable Borrower (with a copy to the Collateral Agent) a report in the form attached hereto as Exhibit L identifying each Loan for which it holds Required Loan Documents and provide them with an exception report specifying the Loans which have a Deficiency and variances to the Review Criteria (the “Custodian Report”), which shall include (i) any discrepancies related to the initial Loan balances of the Loans with respect to which it has received Required Loan Documents and the loan balances provided in the electronic file , and (2) any Review Criteria that they fail to satisfyis not satisfied. The Servicer Collateral Manager shall have fifteen twenty (1520) Business Days after delivery of a Custodian Report to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer Collateral Manager has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee Custodian shall promptly notify the Collateral Manager, the applicable Borrower and the Administrative Agent of such determination by providing continued non-compliance and such Loan shall cease to be an Eligible Loan until such non-compliance is cured. The Custodian shall have no duty to monitor the Collateral Manager’s compliance except to provide an updated exception report to such Persons identifying, with particularity, each Loan and each of Custodian Report upon the applicable Review Criteria that such Loan fails to satisfyAdministrative Agent’s written request. In addition, if requested in writing in the form of Exhibit E by the Servicer Collateral Manager and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCustodian’s delivery of such report, the Trustee Custodian shall return the Required Loan Documents for any Loan which fails to satisfy a any Review Criteria to the Borrower or its designeeapplicable Borrower. Other than the foregoing, the Trustee Custodian shall not have any responsibility for reviewing, inspecting reviewing any Underlying Instruments or examining any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceDocuments. (iiiii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further thatprovided, further, that the TrusteeCustodian’s duties as agent shall be limited to those expressly contemplated herein. (iiiiv) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified offices of the Custodian set forth on Schedule III attached Annex A hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer Collateral Manager by the Trustee Custodian in a written notice delivered at least 45 30 days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Custodian. (ivv) On the third Business Day of each monthReporting Date, the Trustee Custodian shall provide a written report to the Administrative Agent and the Servicer Collateral Manager (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCustodian) identifying each Loan for which it holds Required Loan Documents and any Review Criteria that each such Loan fails to satisfy. The Collateral Manager shall have twenty (20) Business Days after receiving written notice thereof to correct any non-compliance with any Review Criteria. To the extent such non-compliance has not been cured within such time period, such Loan shall cease to be an updated list of Loans in its possession and an updated exceptions reportEligible Loan until such non-compliance is cured. (vvi) The Custodian agrees, subject to Section 13.2(a)(vii), to cooperate with the Administrative Agent and deliver any Required Loan Documents to the Administrative Agent as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to exercise or enforce any of the rights of a Secured Party hereunder. In performing its custodial dutiesthe event the Custodian receives instructions from the Collateral Manager or the Borrower which conflict with any instructions received by the Administrative Agent, the Trustee Custodian shall use rely on and follow the same degree instructions given by the Administrative Agent. (vii) The Administrative Agent may direct the Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Custodian hereunder, the Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of care and attention as the Administrative Agent; provided that the Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Parties or otherwise if the taking of such action, in the reasonable determination of the Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Custodian to liability hereunder or otherwise (unless it employs has received indemnity which it reasonably deems to be satisfactory with respect thereto). (viii) The Custodian shall be entitled to similar collateral reasonably assume the genuineness of each such document and the genuineness and due authority of any signatures appearing thereon, shall be entitled to assume that each such document is what it holds as custodian purports to be. (ix) The Custodian shall not be liable for othersany action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Custodian, or the Administrative Agent. The Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Custodian has knowledge of such matter or written notice thereof is received by the Custodian.

Duties. From the Second Restatement Closing Date until its removal pursuant to Section 8.512.05, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 hereof Sections 3.02(a) and 3.04(b) in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileDocuments and the related Loan Asset Checklist, the Trustee Collateral Custodian shall review such the Required Loan File Documents to confirm that (A) the loan documents and instruments in Obligor name matches the Loan Asset Checklist, (B) such Required Loan File Documents have been properly executed by each party thereto and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan File) have been made, (C) if each item listed on in the Loan Checklist, an Insurance Policy exists with respect Asset Checklist has been provided to any real or personal property constituting the Related Property, and Collateral Custodian (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, Loan number and Obligor name with respect as applicable) is greater than or equal to such Loan is referenced the loan balance listed on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Tape (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. At If, at the conclusion of such review, the Trustee shall deliver Collateral Custodian is unable to confirm clauses (A) or (D) of the ServicerReview Criteria, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency discrepancy within one Business Day, or (ii) any other Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer and the Administrative Agent of such determination and provide them with an exception report specifying the Loans which have a Deficiency Servicer and the Administrative Agent with a list of the non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after To the conclusion of extent such non-compliance has not been cured within such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent has provided the Servicer with written confirmation of such determination by providing an updated exception report to such Persons identifyingnon-compliance, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails Asset shall be deemed to satisfybe a Warranty Loan Asset and shall no longer be included in the calculation of any Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing (in the form of Exhibit J) by the Servicer and approved by the Administrative Agent within fifteen (15) 10 Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceDocuments. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, in Section 5.06(c) or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 30 days (or such shorter notice period as consented to by the Administrative Agent) prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to Solar and its Affiliates and subsidiaries; provided, however, the Collateral Custodian shall segregate any commingled files upon written request of the Administrative Agent and the Borrower. (iv) On the third 12th calendar day of every month (or if such day is not a Business Day of each monthDay, the Trustee next succeeding Business Day), commencing in July 2016, the Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list identifying each Loan Asset for which it holds Required Loan Documents and the applicable Review Criteria that any Loan Asset fails to satisfy. The Servicer shall have 20 Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. To the extent such non-compliance has not been cured within such time period and the Administrative Agent has provided the Servicer with written confirmation of Loans such non-compliance, such Loan Asset shall be deemed to be a Warranty Loan Asset and shall no longer be included in its possession and an updated exceptions reportthe calculation of any Borrowing Base hereunder until such deficiency is cured. (v) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. (i) The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit J), as it employs applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to similar collateral Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has actual knowledge of such matter or written notice thereof is received by the Collateral Custodian. Notice or knowledge of any matter by ▇▇▇▇▇ Fargo in its capacity as Administrative Agent or Lender and other publically available information shall not constitute notice or knowledge of the Collateral Custodian. (iv) The parties acknowledge that in accordance with the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, the Collateral Custodian in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship with the Collateral Custodian. The Borrower hereby agrees that it holds shall provide the Collateral Custodian with such information as custodian for othersit may reasonably request including, but not limited to, the Borrower’s name, physical address, tax identification number and other information that will help the Collateral Custodian to identify and verify the Borrower’s identity (and in certain circumstances, the beneficial owners thereof) such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information.

Duties. From the Second Restatement Date until Until its removal pursuant to Section 8.5, the Trustee shall perform, perform on behalf of the Administrative Agent and the Secured Parties, Parties the following duties and obligations: (i) The Trustee Trustee, as custodian hereunder, shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section Sections 3.2 and 3.3 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five Business Days of its receipt (excluding, for the avoidance of doubt, any Required Loan Documents in the custody of the Trustee as of the Closing Date) of any Required Loan FileDocuments, the Trustee shall review such the related Required Loan File Documents (as identified on the related Loan Checklist) to confirm that (A) the loan such documents and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) as identified on the Loan Checklist, there is evidence in the file that UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balanceprincipal balance of such Loan, Loan number and Obligor name with respect to such Loan is referenced on the related Loan Checklist electronic file delivered with such loan documents as specified below and is not a duplicate Loan (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Required Loan File Documents hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file (in Microsoft EXCEL® EXCEL or a comparable format) that contains the related Loan Checklist or that otherwise contains the Loan identification number, Obligor name, the original loan principal balance of such Loan and the name of the Obligor with respect to each related Loan ChecklistLoan. At If, at the conclusion of such review, the Trustee shall deliver to determine that (i) the Servicer, the Borrower and the Administrative Agent a collateral receipt in the form original principal balance of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the each Loan for which it has received Required Loan FilesDocuments is less than as set forth on the electronic file, the Trustee shall promptly immediately notify the Administrative Agent and the Servicer of such Deficiency discrepancy, and (ii) any Review Criteria are not satisfied, the Trustee shall within one Business Day notify the Servicer of such determination and provide them the Servicer with an exception report specifying a list of the non-complying Loans which have a Deficiency and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing the Servicer does not cure any such non-compliance, it shall provide a written request to the Trustee (such request subject to the approval of the Administrative Agent) for the return by the Servicer and approved by Trustee to the Administrative Agent within fifteen (15) Business Days Borrower of the Trustee’s delivery of such report, the Trustee shall return any Loan which fails to satisfy a any Review Criteria to the Borrower or its designeeCriteria. Other than the foregoing, the Trustee shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceDocuments. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee shall be deemed to be acting as the Bailee agent of the Administrative Agent and the Secured Parties; provided that the Trustee makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further that, that the Trustee’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Required Loan Documents shall be clearly segregated from any other documents or instruments maintained by the Trustee. (iv) On the third Business Day of each monthReporting Date, the Trustee shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent Agent) identifying each Loan for which it holds Required Loan Documents, the non-complying Loans and the Trustee) an updated list of Loans in its possession and an updated exceptions reportapplicable Review Criteria that any non-complying Loan fails to satisfy. (v) Prior to acquiring a Loan, the Borrower or the Servicer will provide the Trustee with a Trade Ticket, together with the proposed form of Borrowing Notice to be used in connection therewith. (vi) Not later than 12:00 noon four Business Days following the related Determination Date, the Servicer shall provide to the Administrative Agent and the Trustee via e-mail certain asset level information, which shall include but not be limited to the following information: (x) for each Loan, the name and number of the related Obligor, the collection status, the loan status, the date of each Scheduled Payment, as applicable, and the OLB, (y) the Borrowing Base and (z) the Adjusted Borrowing Value and such other items as may reasonably be expected in connection with the transactions contemplated by this Agreement. (vii) Promptly after receipt thereof, the Trustee shall provide to the Servicer a copy of all written notices and communications identified as being sent to it in connection with the Collateral held hereunder which it receives from the related Obligor or any other Person. In no instance shall the Trustee be under any duty or obligation to take any action on behalf of the Servicer (or Borrower) in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific written instructions from the Servicer (prior to the occurrence of a Termination Event) or the Administrative Agent (after the occurrence of a Termination Event) in which event the Trustee shall vote, consent or take such other action in accordance with such instructions. (viii) In performing its custodial duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar collateral that it holds as custodian Trustee for others.

Duties. From the Second Restatement Closing Date until its removal pursuant to Section 8.512.05, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileDocuments, the Trustee related Loan Tape and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review such the Required Loan File Documents to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed by each party thereto (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been madeare included, (C) if each item listed on in the Loan Checklist, an Insurance Policy exists with respect Asset Checklist is included and verify it has been provided to the Collateral Custodian without any real missing pages or personal property constituting the Related Propertysections, and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name name, as applicable, with respect to such Loan Asset is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Tape (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (i) the original balance of the Loan Asset with respect to which it has received Required Loan Documents is less than as set forth on the ServicerLoan Tape or the Obligor name does not match, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency discrepancy within one Business Day, or (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer of such determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after To the conclusion of extent such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteriahas not been cured within such time period, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails Asset shall be deemed to satisfybe a Warranty Loan Asset and shall no longer be included in the calculation of any Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing (in the form of Exhibit L) by the Servicer and approved by the Administrative Agent within fifteen (15) 10 Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File Documents. Notwithstanding anything to determine that the contents thereof are genuinecontrary contained herein, enforceable the Collateral Custodian shall have no duty or appropriate for the represented purpose or that they are other than what they purport obligation with respect to be on their faceany Loan Asset checklist delivered to it in electronic form. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached heretothe address of the Collateral Custodian in Section 11.02, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 30 days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating Senior Loan Fund LLC and its Affiliates and subsidiaries. (iv) On the third Business Day Reporting Date of each month, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list of Loans in its possession identifying each Loan Asset for which it holds Required Loan Documents and an updated exceptions reportthe applicable Review Criteria that any Loan Asset fails to satisfy. (v) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. (i) The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit L), as it employs applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to similar collateral Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Collateral Custodian shall promptly upon its actual receipt of a Borrowing Base Certificate from the Borrower, re-calculate the Borrowing Base and, if the Collateral Custodian’s calculation does not correspond with the calculation provided by the Borrower on such Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, Borrower and Servicer within one (1) day of receipt by the Collateral Custodian of such Borrowing Base Certificate. (iii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it holds as custodian has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iv) The Collateral Custodian shall not be liable for othersany action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Duties. From the Second Restatement Closing Date until its removal pursuant to Section 8.512.05, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileDocuments, the Trustee related Loan Tape and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review the Required Loan Documents to confirm that, on their face, (A) such Required Loan File to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed by each party thereto (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been madeare included, (C) if each item listed on in the Loan Checklist, an Insurance Policy exists with respect Asset Checklist is included and verify it has been provided to the Collateral Custodian without any real missing pages or personal property constituting the Related Propertysections, and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name name, as applicable, with respect to such Loan Asset is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Tape (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan ChecklistAsset. At Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist and the Collateral Custodian shall be under no duty or obligation to inspect, review or examine any such documents, instruments or certificates to independently determine that they are genuine, enforceable, duly authorized or appropriate for the represented purpose, any assignment or endorsement is in proper form, or any document is other than what it purports to be on its face. If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (i) the original balance of the Loan Asset with respect to which it has received Required Loan Documents is less than as set forth on the ServicerLoan Tape or the Obligor name does not match, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency discrepancy within one Business Day, or (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer of such determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after To the conclusion of extent such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteriahas not been cured within such time period, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails Asset shall be deemed to satisfybe a Warranty Loan Asset and shall no longer be included in the calculation of any Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing (in the form of Exhibit L) by the Servicer and approved by the Administrative Agent within fifteen (15) 10 Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File Documents. Notwithstanding anything to determine that the contents thereof are genuinecontrary contained herein, enforceable the Collateral Custodian shall have no duty or appropriate for the represented purpose or that they are other than what they purport obligation with respect to be on their faceany Loan Asset Checklist delivered to it in electronic form. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated hereinherein and no implied obligations or responsibilities shall be read into this Agreement against or on the part of the Collateral Custodian. (iii) All Required Loan File documents that are originals or copies original promissory notes actually delivered to the Collateral Custodian shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached heretothe address of the Collateral Custodian located at ▇▇▇▇ ▇▇▇▇ ▇▇▇, Florence, SC 29501, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 30 days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to the Transferor and its Affiliates and subsidiaries. (iv) On (x) Upon receipt of a Loan Asset for which it holds Required Loan Documents and (y) upon demand of the third Business Day Administrative Agent (provided that prior to the occurrence of each monthan Event of Default (that has not been waived), the Trustee Administrative Agent shall provide not make such demand more than four times per calendar year), the Collateral Custodian shall identify each Loan Asset for which it holds Required Loan Documents and the applicable Review Criteria that any Loan Asset fails to satisfy. (v) Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Collateral Custodian shall not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. (vi) The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit L), as applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (vii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in a form acceptable acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the TrusteeCollateral Custodian does not receive a consent (either positive or negative) an updated list from the Administrative Agent within 10 Business Days of Loans in its possession and an updated exceptions reportreceipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (vviii) In performing its custodial dutiesThe Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the Trustee request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall use not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless written notice thereof is received by the same degree of care and attention as it employs with respect to similar collateral that it holds as custodian for othersCollateral Custodian.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.5, the Trustee Collateral Custodian shall perform, perform on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Asset Documents delivered by the Borrower Seller pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, Administrative Agent as agent for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileAsset Documents, the Trustee Collateral Custodian shall review such the related Collateral and Required Loan File Asset Documents to confirm that (A) the loan documents and instruments in such Required Loan File have Collateral has been properly executed and have has no missing or mutilated pages, (B) there is evidence that any UCC and other filings (to extent identified as set forth on the related Loan Checklist as being required by the Required Loan FileAsset Checklists) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) confirming the related original Loan balanceOutstanding Asset Balance, Loan Asset number and Obligor name with respect to such Loan Asset is referenced on the related Loan Checklist Asset List and is not a duplicate Loan Asset (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Asset Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable format) that contains the Loan number, Obligor name, original loan balance related Asset List or that otherwise contains the Asset identification number and the name of the Obligor with respect to each related Loan ChecklistAsset. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (i) the Outstanding Asset Balances of the Collateral it has received Required Asset Documents with respect to is less than as set forth on the Servicerelectronic file, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly immediately notify the Administrative Agent of such discrepancy, and (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer of such Deficiency determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days to correct any non-compliance with any a Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by an Asset with a Loan with any Review Criteria, the Trustee Collateral Custodian shall promptly notify the Borrower Seller and the Administrative Agent of such determination by providing an updated exception a written report to such Persons persons identifying, with particularity, each Loan Asset and each of the applicable Review Criteria that such Loan Asset fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen (15) ten Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeSeller. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceAsset Documents. (ii) In taking and retaining custody of the Required Loan FilesAsset Documents, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Administrative Agent and the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Asset Documents or the instruments therein; and provided further that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Asset Document shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 forty-five (45) days prior to such change. All Required Loan Files Asset Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Required Asset Documents shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. (iv) The Collateral Custodian shall make payments pursuant to the terms of the Monthly Report in accordance with Section 2.9 and Section 2.10 (the “Payment Duties”). (v) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent Agent) (1) identifying each Asset for which it holds Required Asset Documents, the non-complying Assets and the Trusteeapplicable Review Criteria that any non-complying Asset fails to satisfy and (2) an updated list identifying each Eligible Treasury Security held in the Treasury Securities Account for the benefit of Loans the Secured Parties and subject to the Lien thereon in its possession and an updated exceptions reportfavor of the Administrative Agent as agent for the Secured Parties. (vvi) The Collateral Custodian shall retain custody of the Eligible Treasury Securities in the Treasury Securities Account in accordance with the terms and conditions of this Agreement and the Securities Account Control Agreement, all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Administrative Agent as agent for the Secured Parties. (vii) The Collateral Custodian shall transfer Collections deposited in the Treasury Securities Account in accordance with Section 2.11(g) (the “Transfer Duties”). (viii) In performing its custodial duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar collateral Collateral that it holds as custodian for othersCollateral Custodian.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.5, the Trustee shall perform, perform on behalf of the Administrative Agent and the Secured Parties, Parties the following duties and obligations: (i) The Trustee shall take and retain custody of the Required Loan Files Documents delivered by the Borrower Seller pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, Trustee for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileDocuments, the Trustee shall review such the related Required Loan File Documents (as identified on the related Loan Checklist) to confirm that (A) the loan such documents and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) as identified on the Loan Checklist, there is evidence in the file that UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balancePrincipal Balance, Loan Asset number and Obligor name with respect to such Loan Asset is referenced on the related Loan Checklist Asset List and is not a duplicate Loan (based on the Loan number) Asset (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Required Loan File Documents hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file (in Microsoft EXCEL® EXCEL or a comparable format) that contains the related Loan number, Obligor name, original loan balance Checklist or that otherwise contains the Asset identification number and the name of the Obligor with respect to each related Loan ChecklistAsset. At If, at the conclusion of such review, the Trustee shall deliver to determine that (i) the Servicer, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any Principal Balances of the Collateral for which it has received Required Loan FilesDocuments is less than as set forth on the electronic file, the Trustee shall promptly immediately notify the Administrative Agent and the Servicer of such Deficiency discrepancy, and (ii) any Review Criteria is not satisfied, the Trustee shall within one Business Day notify the Servicer of such determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan an Asset with any Review CriteriaCriterion, the Trustee shall promptly notify the Borrower Seller and the Administrative Agent of such determination by providing an updated exception a written report to such Persons persons identifying, with particularity, each Loan Asset and each of the applicable Review Criteria Criterion that such Loan Asset fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen (15) ten Business Days of the Trustee’s delivery of such report, the Trustee shall return any Loan Asset which fails to satisfy a Review Criteria Criterion to the Borrower or its designeeSeller. Other than the foregoing, the Trustee shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceDocuments. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee shall be deemed to be acting as the Bailee agent of the Administrative Agent and the Secured Parties; provided that the Trustee makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further that, that the Trustee’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Required Loan Documents shall be clearly segregated from any other documents or instruments maintained by the Trustee. (iv) On the third Business Day of each monthReporting Date, the Trustee shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent Agent) identifying each Asset for which it holds Required Loan Documents, the non-complying Assets and the Trustee) an updated list of Loans in its possession and an updated exceptions reportapplicable Review Criteria that any non-complying Asset fails to satisfy. (v) The Trustee shall not make funds available to the Seller from the Holding Account except in compliance with the provisions of Sections 2.2(b)(iii) or 2.3(c), as applicable. (vi) Prior to acquiring a Loan, the Seller or the Servicer will provide the Trustee with a Trade Ticket, together with the proposed form of Borrowing Notice to be used in connection therewith. (vii) Not later than 12:00 p.m. four Business Days following the related Determination Date, the Servicer shall provide to the Administrative Agent, the Backup Servicer and the Trustee via e-mail certain asset level information, which shall include but not be limited to the following information: (x) for each Loan, the name and number of the related Obligor, the collection status, the loan status, the date of each Scheduled Payment, as applicable, and the Principal Balance, (y) the Borrowing Base and (z) the Principal Collateral Value and such other items as may reasonably be expected in connection with the transactions contemplated by this Agreement. (viii) Promptly after receipt thereof, the Trustee shall provide to the Servicer a copy of all written notices and communications identified as being sent to it in connection with the Collateral held hereunder which it receives from the related Obligor, participating bank and/or agent bank. In no instance shall the Trustee be under any duty or obligation to take any action on behalf of the Servicer (or Seller) in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific written instructions from the Servicer, prior to the occurrence of a Termination Event or the Administrative Agent, after the occurrence of a Termination Event, in which event the Trustee shall vote, consent or take such other action in accordance with such instructions. (ix) In performing its custodial duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar collateral that it holds as custodian Trustee for others.

Duties. From the Second Restatement Closing Date until its resignation pursuant to Section 12.07, its removal pursuant to Section 8.512.05, or the payment in full of all Obligations and the termination of all Commitments hereunder, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the items in clause (a) of the definition of Required Loan Files Documents in original form and the Collateral Administrator shall take an retain custody of electronic copies of the items in the definition of Required Loan Documents, (including any copies of original items described in clause (a) of such definition) and the Loan Asset Checklist, in each case delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan File, the Trustee shall review such Required Loan File to confirm that (A) the loan documents and instruments in such Required Loan File have been properly executed and have no missing or mutilated pagesDocuments, (Bincluding, in the case of any items in clause (a) there is evidence that UCC and other filings (to extent identified on of the definition thereof, electronic copies of such items), the related Loan Checklist as being required by Tape and an electronic copy of the Loan Asset Checklist, the Collateral Administrator shall review the items in the definition of Required Loan File) have been madeDocuments to confirm that, on their face, (C) if each item listed on in the Loan Checklist, an Insurance Policy exists with respect Asset Checklist required to any real or personal property constituting be delivered to the Related Property, and Collateral Administrator pursuant to this Agreement has been provided to the Collateral Administrator (D) the related original Loan balance, Loan number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Administrator, in connection with each delivery of applicable Required Loan File Documents hereunder to the TrusteeCollateral Administrator, the Servicer shall provide to the Trustee Collateral Administrator an electronic file copy (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Administrator) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the applicable Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan ChecklistAsset. At Notwithstanding anything herein to the contrary, the Collateral Administrator’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist and the Collateral Administrator shall be under no duty or obligation to inspect, review or examine any such documents, instruments or certificates to independently determine that they are genuine, enforceable, duly authorized or appropriate for the represented purpose, any assignment or endorsement is in proper form, or any document is other than what it purports to be on its face. If, at the conclusion of such review, the Trustee Collateral Administrator shall deliver to determine that the ServicerReview Criteria is not satisfied, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Administrator shall promptly within three Business Days notify the Administrative Agent and the Servicer of such Deficiency determination and provide them the Servicer (which may be via email) with an exception report specifying a list of the Loans which have a Deficiency non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after To the conclusion of extent such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteriahas not been cured within such time period, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails Asset shall be deemed to satisfybe a Warranty Loan Asset and shall no longer be included in the calculation of any Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing (in the form of Exhibit L) by the Servicer and approved by the Administrative Agent within fifteen (15) 10 Business Days of the TrusteeCollateral Administrator’s delivery notification to the Servicer of such reportits review of the Review Criteria, the Trustee Collateral Administrator shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian and Collateral Administrator shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceDocuments. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian and the Collateral Administrator, as applicable, shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that neither the Trustee Collateral Custodian nor the Collateral Administrator makes no any representations as to the enforceability of any Required Loan File documents or to, and shall be responsible for, the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further provided, further, that, the TrusteeCollateral Custodian’s and the Collateral Administrator’s respective duties as agent shall be limited to those expressly contemplated hereinherein and no implied obligations or responsibilities shall be read into this Agreement against or on the part of the Collateral Custodian or the Collateral Administrator, as applicable. (iii) All Required Loan File documents that are originals or copies original promissory notes actually delivered to the Collateral Custodian shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custody▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, at the locations specified on Schedule Level “C” – Securities Vault, New York, NY 10022, Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, OSCF LENDING III attached heretoSPV, LLC, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 30 days prior to such change. All Required Loan Files shall be identified using a barcode system and maintained in such a manner so as to permit retrieval and access. (iv) On the third Business Day of each month, the Trustee shall provide to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent and the Trustee) an updated list of Loans in its possession and an updated exceptions report. (v) In performing its custodial duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar collateral that it holds as custodian for others.such

Duties. From the Second Restatement Original Closing Date until its removal pursuant to Section 8.512.05, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileDocuments, the Trustee related Loan Tape and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review such the Required Loan File Documents to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed by each party thereto (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been madeare included, (C) if each item listed on in the Loan Checklist, an Insurance Policy exists with respect Asset Checklist is included and verify it has been provided to the Collateral Custodian without any real missing pages or personal property constituting the Related Propertysections, and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name name, as applicable, with respect to such Loan Asset is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Tape (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (i) the original balance of the Loan Asset with respect to which it has received Required Loan Documents is less than as set forth on the ServicerLoan Tape or the Obligor name does not match, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency discrepancy within one Business Day, or (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer of such determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after To the conclusion of extent such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteriahas not been cured within such time period, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails Asset shall be deemed to satisfybe a Warranty Loan Asset and shall no longer be included in the calculation of any Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing (in the form of Exhibit N) by the Servicer and approved by the Administrative Agent within fifteen (15) 10 Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File Documents. Notwithstanding anything to determine that the contents thereof are genuinecontrary contained herein, enforceable the Collateral Custodian shall have no duty or appropriate for the represented purpose or that they are other than what they purport obligation with respect to be on their faceany Loan Asset checklist delivered to it in electronic form. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III the address of the Collateral Custodian on the signature pages attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 30 days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to G▇▇▇▇ and its Affiliates and subsidiaries. (iv) On the third Business Day Reporting Date of each month, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list of Loans in its possession identifying each Loan Asset for which it holds Required Loan Documents and an updated exceptions reportthe applicable Review Criteria that any Loan Asset fails to satisfy. (v) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. (i) The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit N), as it employs applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to similar collateral Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it holds as custodian has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) The Collateral Custodian shall not be liable for othersany action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.57.5, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations:: [FS Investment] Loan and Security Agreement (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 hereof the definition of “Eligible Loan” in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments and the Loan Checklist (the “Review Period”), the Trustee Collateral Custodian shall review such the Required Loan File Documents delivered to it to confirm that (A) if the loan documents files delivered per the following sentence indicate that any document must contain an original signature, each such document appears to bear the original signature, or if the file indicates that such document may contain a copy of a signature, that such copies appear to bear an original or a reproduction of such signature and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified based on a review of the applicable note, the related initial Loan Checklist as being required balance when entered into or obtained by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balanceBorrower, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (DB) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer Collateral Manager shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Custodian) that contains the listing Loan numberIdentification Number, Obligor namename of Obligor, original loan and initial Loan balance and the related Loan ChecklistChecklist per file that contains a list of all Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor and the initial Loan balance when entered into or obtained by the Borrower with respect to each related Loan. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver to the Servicerdetermine that any Review Criteria are not satisfied, the Borrower and Collateral Custodian shall within one (1) Business Day notify the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan FilesBorrower, the Trustee shall promptly notify the Administrative Agent and the Servicer Collateral Manager of such Deficiency determination and provide them with an exception report specifying the Loans which have a Deficiency Collateral Manager and the Borrower with a list of the non-complying Loans and the applicable Review Criteria that they fail to satisfy. The Servicer Collateral Manager shall have fifteen ten (1510) Business Days to correct any non-compliance with any Review CriteriaCriteria as stated in part (2) of the preceding sentence. If after After the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review CriteriaPeriod, the Trustee Collateral Custodian shall promptly notify execute and deliver to the Borrower Collateral Manager and the Administrative Agent of such determination by providing a certification substantially in the form attached hereto as Exhibit J, including an updated attached exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfyreport. In addition, if requested in writing in the form of Exhibit E by the Servicer Collateral Manager and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return the Required Loan Documents for any Loan which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewingreviewing any Underlying Instruments. Notwithstanding anything herein to the contrary, inspecting or examining any the Collateral Custodian’s obligation to review the Required Loan File Documents shall be limited to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceReview Criteria. (ii) In taking and retaining custody of the Underlying Instruments with respect to the Permitted Investments and the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein.. [FS Investment] Loan and Security Agreement (iii) All Required Loan File documents Documents that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, Custody Facilities (or at such other office as shall be specified location identified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such changeBorrower). All such Required Loan Files Documents that are originals or copies shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All such Required Loan Documents that are originals or copies shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. All such Required Loan Documents that are delivered to the Collateral Custodian in electronic format shall be saved onto disks and/or onto the Collateral Custodian’s secure computer system, and maintained in a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian. (iv) The Collateral Custodian shall make payments in accordance with Section 2.7 and Section 2.8 (the “Payment Duties”). (v) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent Agent, the Borrower, and the Servicer Collateral Manager (in a form acceptable to the Administrative Agent) identifying each Loan for which it holds Required Loan Documents, the non-complying Loans and the applicable Review Criteria that any non-complying Loan fails to satisfy. (vi) The Collateral Custodian shall provide a written daily report to the Administrative Agent and the TrusteeCollateral Manager of (x) an updated list all deposits to and withdrawals from the Accounts for such Business Day and the outstanding balance as of Loans in its possession the end of such Business Day, and an updated exceptions report(y) a report of settled trades for such Business Day. (vvii) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Collateral Manager hereunder or under any other Transaction Document. (viii) The Administrative Agent may direct the Collateral Custodian to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that, the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. [FS Investment] Loan and Security Agreement (ix) The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has actual knowledge of such matter or written notice thereof is received by the Collateral Custodian. (x) The parties acknowledge that in accordance with the Customer ‎Identification Program ‎‎(CIP) requirements under the USA PATRIOT Act and its ‎implementing regulations, the ‎Collateral Custodian in order to help fight the ‎funding of terrorism and money laundering ‎is required to obtain, verify and record ‎information that identifies each person or legal ‎entity that establishes a relationship ‎or opens an account with the Collateral Custodian. ‎The Borrower hereby agrees that ‎it shall provide the Collateral Custodian with such ‎information as it employs with respect may request ‎including but not limited to similar collateral the Borrower’s name, physical ‎address, tax ‎identification number and other information that it holds will help the Collateral ‎Custodian ‎to identify and verify the Borrower’s identity such as custodian for others.organizational documents, ‎‎certificate of good standing, license to do business, or other pertinent identifying ‎‎information.‎

Duties. From the Second Restatement Closing Date until its removal or replacement pursuant to Section 8.511.05 or Section 11.07, as applicable, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments, the Trustee related Loan Asset Schedule and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review such the Required Loan File Documents to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been madeare included, (C) if listed on the Loan Asset Checklist, a copy of an Insurance Policy exists (or evidence thereof) with respect to any real or personal property constituting the Related PropertyCollateral is included, and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name name, as applicable, with respect to such Loan Asset is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Asset Schedule (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (I) the original balance of the Loan Asset with respect to which it has received Required Loan Documents does not match the Servicerbalance set forth on the Loan Asset Schedule, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency and provide them with an exception report specifying discrepancy within one (1) Business Day, or (II) any Review Criteria is not satisfied, the Loans which have a Deficiency Collateral Custodian shall within one (1) Business Day notify the Administrative Agent and the Servicer of such determination and deliver to the Administrative Agent and the Servicer a certification substantially in the form attached hereto as Exhibit P that includes a list of the non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen five (155) Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing (in the form of Exhibit J) by the Servicer and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File Documents. Notwithstanding anything to determine that the contents thereof are genuinecontrary contained herein, enforceable the Collateral Custodian shall have no duty or appropriate for the represented purpose or that they are other than what they purport obligation with respect to be on their faceany Loan Asset Checklist delivered to it in electronic form. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further that, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached heretoaddress of the Collateral Custodian located at ▇▇▇▇ ▇▇▇▇ ▇▇▇, Florence, South Carolina, 29501, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 thirty (30) days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to the Transferor and its Affiliates and subsidiaries. (iv) On the third Business Day Reporting Date of each month, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list of Loans in its possession identifying each Loan Asset for which it holds Required Loan Documents and an updated exceptions reportthe applicable Review Criteria that any Loan Asset fails to satisfy. (v) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention as it employs with respect stipulated by the other parties hereto that the Collateral Custodian shall not be required to similar collateral that it holds as custodian for othersexercise any discretion hereunder and shall have no investment or management responsibility. The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Servicer hereunder or under any other Transaction Document.

Duties. From the Second Restatement Closing Date until its removal pursuant to Section 8.511.05, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments, the Trustee related Loan Asset Schedule and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review such the Required Loan File Documents to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) there is evidence that if listed on the Loan Asset Checklist, filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been madeare included, (C) if listed on the Loan Asset Checklist, a copy of an Insurance Policy exists (or evidence thereof) with respect to any real or personal property constituting the Related PropertyCollateral is included, and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name name, as applicable, with respect to such Loan Asset is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Asset Schedule (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (I) the original balance of the Loan Asset with respect to which it has received Required Loan Documents is less than as set forth on the ServicerLoan Asset Schedule, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency discrepancy within one (1) Business Day, or (II) any Review Criteria is not satisfied, the Collateral Custodian shall within one (1) Business Day notify the Servicer of such determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen five (155) Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing (in the form of Exhibit J) by the Servicer and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File Documents. Notwithstanding anything to determine that the contents thereof are genuinecontrary contained herein, enforceable the Collateral Custodian shall have no duty or appropriate for the represented purpose or that they are other than what they purport obligation with respect to be on their faceany Loan Asset Checklist delivered to it in electronic form. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further that, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents in physical form shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached heretoaddress of the Collateral Custodian located at The Depository Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ – ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: BNY Mellon/Branch Deposit Department, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 thirty (30) days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to the Transferor and its Affiliates and subsidiaries. (iv) On the third first Business Day following the Reporting Date of each month, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list identifying each Loan Asset for which it holds Required Loan Documents and the applicable Review Criteria that any Loan Asset fails to satisfy as of Loans in its possession and an updated exceptions reportsuch Reporting Date. (v) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. (i) The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit J), as it employs applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to similar collateral Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it holds as custodian has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) The Collateral Custodian shall not be liable for othersany action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Duties. From the Second Restatement Closing Date until its removal pursuant to Section 8.513.05 or its resignation pursuant to Section 13.07, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileDocuments, the Trustee related Loan Asset Schedule and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review such the Required Loan File Documents to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileAsset Checklist) have been madeare included, (C) if listed on the Loan Asset Checklist, a copy of an Insurance Policy exists with respect to any real or personal property constituting the Related PropertyUnderlying Collateral is included, and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name name, as applicable, with respect to such Loan Asset is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Asset Schedule (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee an electronic file (in Microsoft EXCEL® or Collateral Custodian a comparable format) that hard copy of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (i) the original balance of the Loan Asset with respect to which it has received Required Loan Documents is less than as set forth on the ServicerLoan Asset Schedule, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency discrepancy within one Business Day, or (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer of such determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen (15) Business Days of the Trustee’s delivery of such report, the Trustee shall return any Loan which fails to satisfy a Review Criteria to the Borrower or its designee. Other than the foregoing, the Trustee shall not have any responsibility for reviewing, inspecting or examining any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their face. (ii) In taking and retaining custody of the Required Loan Files, the Trustee shall be deemed to be acting as the Bailee of the Secured Parties; provided that the Trustee makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files or the instruments therein; and provided further that, the Trustee’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custody, at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files shall be identified using a barcode system and maintained in such a manner so as to permit retrieval and access. (iv) On the third Business Day of each month, the Trustee shall provide to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent and the Trustee) an updated list of Loans in its possession and an updated exceptions report. (v) In performing its custodial duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar collateral that it holds as custodian for others.Review

Duties. From the Second Restatement Closing Date until its resignation pursuant to Section 12.07, its removal pursuant to Section 8.512.05, or the payment in full of all Obligations and the termination of all Commitments hereunder, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the items in clause (a) of the definition of Required Loan Files Documents in original form and the Collateral Custodian shall take an retain custody of electronic copies of the items in the definition of Required Loan Documents, (including any copies of original items described in clause (a) of such definition) and the Loan Asset Checklist, in each case delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan File, the Trustee shall review such Required Loan File to confirm that (A) the loan documents and instruments in such Required Loan File have been properly executed and have no missing or mutilated pagesDocuments, (Bincluding, in the case of any items in clause (a) there is evidence that UCC and other filings (to extent identified on of the definition thereof, electronic copies of such items), the related Loan Checklist as being required by Tape and an electronic copy of the Loan Asset Checklist, the Collateral Custodian shall review the items in the definition of Required Loan File) have been madeDocuments to confirm that, (C) if on their face, each item listed on in the Loan Checklist, an Insurance Policy exists with respect Asset Checklist required to any real or personal property constituting be delivered to the Related Property, and Collateral Custodian pursuant to this Agreement has been provided to the Collateral Custodian (D) the related original Loan balance, Loan number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of applicable Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file copy (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Custodian) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the applicable Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan ChecklistAsset. At Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist and the Collateral Custodian shall be under no duty or obligation to inspect, review or examine any such documents, instruments or certificates to independently determine that they are genuine, enforceable, duly authorized or appropriate for the represented purpose, any assignment or endorsement is in proper form, or any document is other than what it purports to be on its face. If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver to determine that the ServicerReview Criteria is not satisfied, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly within three Business Days notify the Administrative Agent and the Servicer of such Deficiency determination and provide them the Servicer (which may be via email) with an exception report specifying a list of the Loans which have a Deficiency non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after To the conclusion of extent such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteriahas not been cured within such time period, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails Asset shall be deemed to satisfybe a Warranty Loan Asset and shall no longer be included in the calculation of any Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing (in the form of Exhibit L) by the Servicer and approved by the Administrative Agent within fifteen (15) 10 Business Days of the TrusteeCollateral Custodian’s delivery notification to the Servicer of such reportits review of the Review Criteria, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian and Collateral Administrator shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceDocuments. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian and the Collateral Administrator, as applicable, shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that neither the Trustee Collateral Custodian nor the Collateral Administrator makes no any representations as to the enforceability of any Required Loan File documents or to, and shall be responsible for, the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further provided, further, that, the TrusteeCollateral Custodian’s and the Collateral Administrator’s respective duties as agent shall be limited to those expressly contemplated hereinherein and no implied obligations or responsibilities shall be read into this Agreement against or on the part of the Collateral Custodian or the Collateral Administrator, as applicable. (iii) All Required Loan File documents that are originals or copies original promissory notes actually delivered to the Collateral Custodian shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custody, at the locations location of the Collateral Custodian specified on Schedule III attached hereto, in Section 11.02 or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 30 days prior to such change. All such documents delivered to the Collateral Custodian must be sent by trackable courier service (e.g., UPS or Federal Express) All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to the Transferor and its Affiliates and subsidiaries. (iv) (x) On the third Business Day Reporting Date of each monthmonth and (y) upon demand of the Administrative Agent (provided that prior to the occurrence of an Event of Default (that has not been waived), the Trustee Administrative Agent shall provide not make such demand more than four times per calendar year), the Collateral Custodian and the Collateral Administrator shall identify each Loan Asset for which it holds any Required Loan Documents and the Collateral Administrator shall identify any applicable Review Criteria that any Loan Asset fails to satisfy, in accordance with Article XII. (v) Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, neither the Collateral Custodian nor the Collateral Administrator shall have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Custodian or the Collateral Administrator. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that neither the Collateral Custodian nor the Collateral Administrator shall be required to exercise any discretion hereunder and shall have no investment or management responsibility. (vi) The Collateral Custodian and the Collateral Administrator agree to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents held by it to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit L), as applicable, as requested in order to allow the Administrative Agent or the Collateral Agent to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (vii) The Administrative Agent may direct the Collateral Custodian and the Collateral Administrator to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian or the Collateral Administrator, as applicable, hereunder, neither the Collateral Custodian nor the Collateral Administrator shall be required to take any such incidental action, hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in a form acceptable acting or refraining from acting) upon the direction of the Administrative Agent; provided that neither the Collateral Custodian nor the Collateral Administrator shall be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, or the Collateral Administrator, as applicable (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose such party to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian or the Collateral Administrator, as applicable, requests the consent of the Administrative Agent and the TrusteeCollateral Custodian or the Collateral Administrator, as applicable does not receive a consent (either positive or negative) an updated list from the Administrative Agent within 10 Business Days of Loans in its possession and an updated exceptions reportreceipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (vviii) Neither the Collateral Custodian nor the Collateral Administrator shall be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Collateral Administrator, as applicable, or the Administrative Agent. Neither the Collateral Custodian nor the Collateral Administrator shall be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless written notice thereof is received by it. (ix) The Borrower acknowledges that in accordance with the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, the Collateral Custodian in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Collateral Custodian. The Borrower hereby agrees that it shall provide the Collateral Custodian with such information as it may reasonably request for such purposes including, but not limited to, its name, physical address, tax identification number and other information that will help the Collateral Custodian to identify and verify its identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. (x) In performing its custodial dutiesconnection with each Payment Date, the Trustee Collateral Administrator shall use calculate, using the same degree information contained in the Collateral Database and any other information normally maintained by the Collateral Custodian, and subject to the Collateral Administrator’s receipt from the Servicer of care the information required to be provided to the Collateral Administrator, each item required to be included the Servicing Report pursuant to Section 6.08(b)(iii) and attention shall prepare and arrange for the delivery of such information to be included in the Servicing Report and shall deliver a draft of such information (in a format mutually agreed upon between the Servicer and the Collateral Administrator) not later than the day that is four (4) Business Days prior to the applicable Payment Date to the Borrower and the Servicer (and, following the delivery of a Notice of Exclusive Control, the Collateral Agent and the Servicer) for the Servicer’s (or Collateral Agent’s, as it employs applicable) review. The parties acknowledge and agree that the Servicer shall provide, and the Collateral Administrator shall have no duty or responsibility to determine, the underlying information (or perform the underlying calculations) provided to it. The parties further acknowledge that the Collateral Administrator shall not be responsible for determining the Interest with respect to similar collateral that it holds as custodian for othersany Advance, which shall be solely provided by the Administrative Agent.

Duties. From the Second Restatement Date until Until its removal pursuant to Section 8.513.4, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered to it by the Borrower pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the TrusteeAdministrative Agent, as agent for the benefit Secured Parties and with respect to documents maintained in Electronic Form, such documents shall be delivered to the Electronic Vault in the name of the Secured PartiesCollateral Custodian on behalf of the Borrower that is maintained with the E-Vault Provider, identified via the Required Legend, and under the control of the Administrative Agent where the Collateral Custodian shall perform the certification described below. Within two five (5) Business Days of its receipt of any purported Loan Documents, the Loan Checklist and an updated Loan List (the “Review Period”), or, if more than fifty (50) Loan Documents are delivered on any particular Business Day, such greater time period that is mutually acceptable to the Borrower, the Administrative Agent and the Collateral Custodian (which acceptance may be conclusively confirmed by e-mail), the Collateral Custodian shall review the purported Required Loan File, the Trustee shall review such Required Loan File Documents delivered to it to confirm that (A) if the loan documents Loan Checklist indicates that any document must contain an original signature, each such document appears to bear the original signature, or if the Loan Checklist indicates that such document may contain a copy of a signature, that such document appears on its face to bear a reproduction of such signature and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings based on a review of the applicable note (to extent identified on or the applicable Contract, in the case of an Equipment Finance Loan), the related Loan Checklist as being required by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original initial Loan balance, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and the Loan to which such Required Loan Documents relate is not a duplicate Loan (based on the Loan number) (such items (A) through (DB) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee an electronic file Collateral Custodian the updated Loan List (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Custodian) that contains the Loan number, Obligor name, original loan balance and the related Loan Checklist. At the conclusion Checklist that contains a list of such reviewall Required Loan Documents and whether they require original signatures, the Trustee Loan identification number ​ and the name of the Obligor and the initial Loan balance with respect to each related Loan. Within one (1) Business Day after the end of the Review Period, the Collateral Custodian shall deliver to the Borrower, the Servicer, the Borrower and the Administrative Agent a collateral receipt certificate substantially in the form of Exhibit L I attached hereto (a the “Collateral ReceiptCustodial Certificate”). If , which shall indicate whether any Collateral Receipt discloses any deficiencies (a “Deficiency”) Required Loan Documents listed on the Loan Checklist are not included in any of the Required Loan Files, Documents so delivered to the Trustee shall promptly notify the Administrative Agent Collateral Custodian and the Servicer include a report of such Deficiency and provide them with an exception report specifying the Loans which have a Deficiency and exceptions to the Review Criteria that they fail to satisfy(each, an “Exception Report”). The Servicer shall have fifteen twenty (1520) Business Days days to correct any non-compliance with any Review Criteria. If after the conclusion of ; provided, however that if such time period the Servicer has still not cured any non-compliance by pertains to the receipt of original recorded documents from a filing office, such period shall be one hundred twenty (120) days. With respect to Required Loan Documents in Electronic Form maintained in the Electronic Vault in the name of the Collateral Custodian on behalf of the Borrower that is maintained with any Review Criteriathe E-Vault Provider, identified via the Required Legend, and under the control of the Administrative Agent, the Trustee Required Loan Documents shall promptly notify be released pursuant to the direction of the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each in one of the applicable Review Criteria that following methods: (i) via a vault to vault transfer within the E-Vault Provider’s Electronic System or (ii) such Loan fails to satisfy. In addition, if requested in writing other electronic transfer as mutually agreed by the Servicer and approved by Borrower, the Administrative Agent within fifteen (15) Business Days of and the Trustee’s delivery of such report, the Trustee shall return any Loan which fails to satisfy a Review Criteria to the Borrower or its designee. Other than the foregoing, the Trustee shall not have any responsibility for reviewing, inspecting or examining any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceCollateral Custodian. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files or the instruments therein; and provided further that, the Trustee’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File Documents that are originals or copies of Contracts (in the case of Equipment Finance Loans), promissory notes, stock powers, or allonges (other than documents delivered in Electronic Form) shall be kept in fire resistant vaults, rooms or cabinets at the Custody Facilities. All Loan Documents that are originals or copies shall be kept placed together with an appropriate identifying label (other than documents in fire resistant facilities in accordance with the Trustee’s customary standards for such custody, at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files shall be identified using a barcode system Electronic Form) and maintained in such a manner so as to permit identification, retrieval and access. The Collateral Custodian shall keep the Required Loan Documents (which with regards to documents in Electronic Form shall, subject to Section 5.1(pp), be maintained in the Electronic Vault in the name of the Collateral Custodian on behalf of the Borrower that is maintained with the E-Vault Provider, identified via the Required Legend, and under the control of the Administrative Agent) clearly segregated from any other documents or instruments in its files. (iv) [Reserved]. (v) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide to the Administrative Agent and the Servicer a written report (in a form acceptable to the Administrative Agent and the Trustee) an updated list of Loans in its possession Agent), identifying each Loan for which it holds Loan Documents, and an updated exceptions reportException Report. (vvi) In performing its custodial duties, The Collateral Custodian was not engaged to perform any of the Trustee shall use services in this Agreement for the same degree purpose of care and attention as it employs making findings with respect to similar collateral that it holds the accuracy of the information or data regarding the Loan Documents provided to the Collateral Custodian hereunder as custodian for others.contemplated by Rule 17g-10 under the Securities Exchange Act of 1934, as

Duties. From the Second Restatement Closing Date until its removal pursuant to Section 8.512.05, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 hereof Sections 3.02(a) and 3.04(b) in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileDocuments and the related Loan Asset Checklist, the Trustee Collateral Custodian shall review such the Required Loan File Documents to confirm that (A) the loan documents and instruments in Obligor name matches the Loan Asset Checklist, (B) such Required Loan File Documents have been properly executed by each party thereto and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan File) have been made, (C) if each item listed on in the Loan Checklist, an Insurance Policy exists with respect Asset Checklist has been provided to any real or personal property constituting the Related Property, and Collateral Custodian (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, Loan number and Obligor name with respect as applicable) is greater than or equal to such Loan is referenced the loan balance listed on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Tape (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. At If, at the conclusion of such review, the Trustee shall deliver Collateral Custodian is unable to confirm clauses (A) or (D) of the ServicerReview Criteria, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency discrepancy within one Business Day, or (ii) any other Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer and the Administrative Agent of such determination and provide them with an exception report specifying the Loans which have a Deficiency Servicer and the Administrative Agent with a list of the non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after To the conclusion of extent such non-compliance has not been cured within such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent has provided the Servicer with written confirmation of such determination by providing an updated exception report to such Persons identifyingnon-compliance, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails Asset shall be deemed to satisfybe a Warranty Loan Asset and shall no longer be included in the calculation of any Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing (in the form of Exhibit J) by the Servicer and approved by the Administrative Agent within fifteen (15) 10 Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceDocuments. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further provided, further, that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, in Section 5.06(c) or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 30 days (or such shorter notice period as consented to by the Administrative Agent) prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to Solar and its Affiliates and subsidiaries; provided, however, the Collateral Custodian shall segregate any commingled files upon written request of the Administrative Agent and the Borrower. (iv) On the third 12th calendar day of every month (or if such day is not a Business Day of each monthDay, the Trustee next succeeding Business Day), commencing in March 2015, the Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list identifying each Loan Asset for which it holds Required Loan Documents and the applicable Review Criteria that any Loan Asset fails to satisfy. The Servicer shall have 20 Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. To the extent such non-compliance has not been cured within such time period and the Administrative Agent has provided the Servicer with written confirmation of Loans such non-compliance, such Loan Asset shall be deemed to be a Warranty Loan Asset and shall no longer be included in its possession and an updated exceptions reportthe calculation of any Borrowing Base hereunder until such deficiency is cured. (v) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. (i) The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit J), as it employs applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to similar collateral Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it holds as custodian has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) The Collateral Custodian shall not be liable for othersany action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.513.5 and Section 13.6, the Trustee Document Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Document Custodian shall take and retain custody of the Required Loan Files Portfolio Asset Documents delivered by the Borrower pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileUnderlying Instruments, the Trustee Required Portfolio Asset Documents and/or the related Portfolio Asset Checklist, the Document Custodian shall review such the Required Loan File Portfolio Asset Documents delivered to it to confirm that (A) if the loan documents files delivered per the following sentence indicate that any document must contain an original signature, each such document appears to bear the original signature, or if the file indicates that such document may contain a copy of a signature, that such copies appear to bear a reproduction of such signature and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified based on a review of the related Loan Checklist as being required by the Required Loan File) have been madeapplicable note, (C) if listed on the Loan Checklistany, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balancebalance when entered into or obtained by the Borrower, Loan identification number and Obligor name with respect to such Loan Portfolio Asset is referenced on the related Loan Checklist Portfolio Asset List and is not a duplicate Loan Portfolio Asset, and the related original balance (based on a comparison to the Loan numbernote or assignment agreement, as applicable) is equal to the applicable loan balance listed on the Portfolio Asset Tape (such items (A) through (DB) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeDocument Custodian, in connection with each delivery of Required Loan File Portfolio Asset Documents hereunder to the TrusteeDocument Custodian, the Servicer Collateral Manager shall provide to the Trustee Document Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Document Custodian) or the related Portfolio Asset Checklist that contains a list of all related Required Portfolio Asset Documents and whether they require original signatures, the Loan number, Obligor name, original loan balance identification number and the name of the Obligor and the original Loan balance when entered into or obtained by the Borrower with respect to each related Loan ChecklistLoan. At If, at the conclusion of such review, the Trustee Document Custodian shall deliver determine that (1) the original Loan balances of the Loans with respect to which it has received Underlying Instruments is not the Servicersame as the Loan balances as set forth on the related electronic file or the Portfolio Asset Checklist, as applicable, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Document Custodian shall promptly immediately notify the Administrative Agent and the Servicer Collateral Manager of such Deficiency discrepancy, and (2) any Review Criteria is not satisfied, the Document Custodian shall within one (1) Business Day notify the Collateral Manager of such determination and provide them the Collateral Manager with an exception report specifying a list of the Loans which have a Deficiency non-complying Portfolio Assets and the applicable Review Criteria that they fail to satisfysatisfy (the “Exception Report”). The Servicer Collateral Manager shall have fifteen ten (1510) Business Days after receipt of any Exception Report to correct any non-compliance with any Review Criteria. The Document Custodian shall have no duty to monitor the Collateral Manager’s compliance except to provide an updated Exception Report promptly upon the Administrative Agent’s written request (which request may be in the form of an email). If after and to the conclusion of extent such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteriahas not been cured within such time period, the Trustee such Portfolio Asset shall promptly notify the Borrower and the Administrative Agent of cease to be an Eligible Portfolio Asset until such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if non-compliance is cured requested in writing in the form of Exhibit D by the Servicer Collateral Manager and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeDocument Custodian’s delivery of such reportException Report, the Trustee Document Custodian shall return the Underlying Instruments and the Required Portfolio Asset Documents for any Loan which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Document Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceUnderlying Instruments. (ii) In taking and retaining custody of the Underlying Instruments and the Required Loan FilesPortfolio Asset Documents, the Trustee Document Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Document Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeDocument Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Underlying Instruments and Required Loan File documents Portfolio Asset Documents that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, offices of the Document Custodian set forth in Section 3.3(c). All Underlying Instruments and Required Portfolio Asset Documents that are originals or at such other office as copies shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Underlying Instruments and Required Portfolio Asset Documents that are delivered to the Document Custodian in electronic format shall be saved onto disks and/or onto the Document Custodian’s secure computer system, and maintained in a manner so as to permit retrieval and access. The Document Custodian shall segregate the Underlying Instruments and the Required Portfolio Asset Documents on its inventory system and will not commingle the physical Underlying Instruments or Required Portfolio Asset Documents with any other files of the Document Custodian. (iv) On the third Business Day of each monthReporting Date, the Trustee Document Custodian shall provide any Exception Reports to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent and the Trustee) an updated list of Loans in its possession and an updated exceptions reportCollateral Manager. (v) In performing its custodial duties, the Trustee shall use the same degree of care and attention as it employs with respect to similar collateral that it holds as custodian for others.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.57.5, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 hereof the definition of “Eligible Loan” in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments and the Loan Checklist (the “Review Period”), the Trustee Collateral Custodian shall review such the Required Loan File Documents delivered to it to confirm that (A) if the loan documents files delivered per the following sentence indicate that any document must contain an original signature, each such document appears to bear the original signature, or if the file indicates that such document may contain a copy of a signature, that such copies appear to bear an original or a reproduction of such signature and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified based on a review of the applicable note, the related initial Loan Checklist as being required balance when entered into or obtained by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balanceBorrower, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan Checklist Checklistchecklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (DB) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer Investment Manager shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Custodian) that contains the listing Loan Identification Numberidentification number, Obligor nameNamename of Obligor, original loan balance and initial Loan Balancebalance and the related Loan Checklist. At the conclusion Checklistchecklist per file that contains a list of such reviewall Required Loan Documents and whether they require original signatures, the Trustee shall deliver to Loan identification number and the Servicer, name of the Obligor and the initial Loan balance when entered into or obtained by the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”)with respect to each related Loan. If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in after the Review Period, any of the Required Loan FilesReview Criteria are not satisfied, the Trustee Collateral Custodian shall promptly notify provide the Investment Manager, the Administrative Agent and the Servicer Borrower a report identifying each of such Deficiency and provide them with an exception report specifying the non-complying Loans which have a Deficiency and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing in the form of Exhibit E by the Servicer Investment Manager and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return the Required Loan Documents for any Loan which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewingreviewing any Underlying Instruments. Notwithstanding anything herein to the contrary, inspecting or examining any the Collateral Custodian’s obligation to review the Required Loan File Documents shall be limited to determine that reviewing such Required Loan Documents based on the contents thereof are genuine, enforceable or appropriate for information provided on the represented purpose or that they are other than what they purport to be on their faceLoan Checklistchecklist. (ii) In taking and retaining custody of the Required Loan Files, Underlying Instruments the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein.. [Investcorp] Loan and Security Agreement (iii) All Required Loan File documents Documents that are originals or copies shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, Custody Facilities (or at such other office as shall be specified location identified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such changeBorrower). All such Required Loan Files Documents that are originals or copies shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All such Required Loan Documents that are originals or copies shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. All such Required Loan Documents that are delivered to the Collateral Custodian in electronic format shall be saved onto disks and/or onto the Collateral Custodian’s secure computer system, and maintained in a manner so as to permit retrieval and access. (iv) The Collateral Custodian shall make payments in accordance with Section 2.7 and Section 2.8 (the “Payment Duties”). (v) On each Reporting Date following the third Business Day commencement of each monththe Revolving Period, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent Agent, the Borrower, and the Servicer Investment Manager (in a form acceptable to the Administrative Agent Agent) identifying each Loan for which it holds Required Loan Documents and the Trustee) including an updated list of Loans in its possession and an updated exceptions exception report. (vvi) In performing its custodial dutiesFollowing the commencement of the Revolving Period, the Trustee Collateral Custodian shall use render to the same degree Administrative Agent and Investment Manager a daily report of care (x) all deposits to and attention withdrawals from the Accounts for such Business Day and the outstanding balance as it employs with respect to similar collateral that it holds as custodian of the end of such Business Day, and (y) a report of settled trades for otherssuch Business Day.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.5, the Trustee Collateral Custodian shall perform, perform on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Asset Documents delivered by the Borrower Seller pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, Administrative Agent as agent for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileAsset Documents, the Trustee Collateral Custodian shall review such the related Collateral and Required Loan File Asset Documents to confirm that (A) the loan documents and instruments in such Required Loan File have Collateral has been properly executed and have has no missing or mutilated pages, (B) there is evidence that any UCC and other filings (to extent identified as set forth on the related Loan Checklist as being required by the Required Loan FileAsset Checklists) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) confirming the related original Loan balanceOutstanding Asset Balance, Loan Asset number and Obligor name with respect to such Loan Asset is referenced on the related Loan Checklist Asset List and is not a duplicate Loan Asset (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Asset Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable format) that contains the Loan number, Obligor name, original loan balance related Asset List or that otherwise contains the Asset identification number and the name of the Obligor with respect to each related Loan ChecklistAsset. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (i) the Outstanding Asset Balances of the Collateral it has received Required Asset Documents with respect to is less than as set forth on the Servicerelectronic file, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly immediately notify the Administrative Agent of such discrepancy, and (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer of such Deficiency determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days to correct any non-compliance with any a Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by an Asset with a Loan with any Review Criteria, the Trustee Collateral Custodian shall promptly notify the Borrower Seller and the Administrative Agent of such determination by providing an updated exception a written report to such Persons persons identifying, with particularity, each Loan Asset and each of the applicable Review Criteria that such Loan Asset fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen (15) ten Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeSeller. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceAsset Documents. (ii) In taking and retaining custody of the Required Loan FilesAsset Documents, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Administrative Agent and the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Asset Documents or the instruments therein; and provided further that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Asset Document shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 forty-five (45) days prior to such change. All Required Loan Files Asset Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Required Asset Documents shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. (iv) The Collateral Custodian shall make payments pursuant to the terms of the Monthly Report in accordance with Section 2.9 and Section 2.10 (the “Payment Duties”). (v) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent Agent) identifying each Asset for which it holds Required Asset Documents, the non-complying Assets and the Trustee) an updated list of Loans in its possession and an updated exceptions reportapplicable Review Criteria that any non-complying Asset fails to satisfy. (vvi) In performing its custodial duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar collateral Collateral that it holds as custodian for othersCollateral Custodian.

Duties. From the Second Restatement Effective Date until its removal pursuant to Section 8.514.5, the Trustee Document Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Document Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 hereof the definition of “Eligible Loan” in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments and the Loan Checklist (the “Review Period”), the Trustee Document Custodian shall review such the Required Loan File Documents delivered to it to confirm that (A) if the loan documents files delivered per the following sentence indicate that any document must contain an original signature, each such document appears to bear the original signature, or if the file indicates that such document may contain a copy of a signature, that such copies appear to bear an original or a reproduction of such signature and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified based on a review of the applicable note, the related initial Loan Checklist as being required balance when entered into or obtained by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balanceBorrower, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (DB) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeDocument Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeDocument Custodian, the Servicer Collateral Manager shall provide to the Trustee Document Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Document Custodian) that contains the listing Loan identification number, Obligor namename of Obligor, original loan and initial Loan balance and the related Loan ChecklistChecklist per file that contains a list of all Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor and the initial Loan balance when entered into or obtained by the Borrower with respect to each related Loan. At If, at the conclusion of such review, the Trustee Document Custodian shall deliver to the Servicerdetermine that any Review Criteria are not satisfied, the Borrower and Document Custodian shall within one (1) Business Day notify the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan FilesBorrower, the Trustee shall promptly notify the Administrative Agent and the Servicer Collateral Manager of such Deficiency determination and provide them with an exception report specifying the Loans which have a Deficiency Collateral Manager and the Borrower with a list of the non-complying Loans and the applicable Review Criteria that they fail to satisfy. The Servicer Collateral Manager shall have fifteen ten (1510) Business Days to correct any non-compliance with any Review CriteriaCriteria as stated in the preceding sentence. If after After the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review CriteriaPeriod, the Trustee Document Custodian shall promptly notify execute and deliver to the Borrower Collateral Manager and the Administrative Agent of such determination by providing a certification substantially in the form attached hereto as Exhibit J, including an updated attached exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfyreport. In addition, if requested in writing in the form of Exhibit E by the Servicer Collateral Manager and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeDocument Custodian’s delivery of such report, the Trustee Document Custodian shall return the Required Loan Documents for any Loan which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Document Custodian shall not have any responsibility for reviewingreviewing any Underlying Instruments. Notwithstanding anything herein to the contrary, inspecting or examining any the Document Custodian’s obligation to review the Required Loan File Documents shall be limited to determine that reviewing such Required Loan Documents based on the contents thereof are genuine, enforceable or appropriate for information provided on the represented purpose or that they are other than what they purport to be on their faceLoan Checklist. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Document Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Document Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeDocument Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached heretoaddress of the Document Custodian located at ▇▇▇▇ ▇▇▇▇ ▇▇▇, Florence, SC 129501, or at such other office as shall be specified to the Administrative Agent Agent, the Borrower, and the Servicer Collateral Manager by the Trustee Document Custodian in a written notice delivered at least 45 thirty (30) days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Document Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Document Custodian. (iv) On the third Business Day of each monthReporting Date, the Trustee Document Custodian shall provide a written report to the Administrative Agent Agent, the Borrower, and the Servicer Collateral Manager (in a form acceptable to the Administrative Agent Agent) identifying each Loan for which it holds Required Loan Documents, the non-complying Loans and the Trustee) an updated list of Loans in its possession and an updated exceptions reportapplicable Review Criteria that any non-complying Loan fails to satisfy. (v) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Document Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Document Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention as stipulated by the other parties hereto that the Document Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Document Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Collateral Manager hereunder or under any other Transaction Document. (vi) The Administrative Agent may direct the Document Custodian to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Document Custodian hereunder, the Document Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that, the Document Custodian shall not be required to take any action hereunder at the request of the Administrative Agent or otherwise if the taking of such action, in the reasonable determination of the Document Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Document Custodian to liability hereunder or otherwise (unless it employs has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Document Custodian requests the consent of the Administrative Agent and the Document Custodian does not receive a consent (either positive or negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request, then the Administrative Agent shall be deemed to similar collateral have declined to consent to the relevant action. (vii) The Document Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that it holds as custodian for othersthis Agreement provides such Secured Party the right to so direct the Document Custodian. The Document Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Document Custodian has knowledge of such matter or written notice thereof is received by the Document Custodian.

Duties. From the Second Restatement Closing Date until its removal pursuant to Section 8.511.05, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered by the Borrower pursuant to Section 3.2 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments, the Trustee related Loan Asset Schedule and a hard copy of the Loan Asset Checklist (provided, however, that if more than one hundred (100) Required Loan Documents are delivered at one time to the Collateral Custodian, the Collateral Custodian shall have additional time as it determines is reasonably necessary to conduct such review), the Collateral Custodian shall review such the Required Loan File Documents to confirm that (A) the loan documents and instruments in such Required Loan File Documents have been properly executed (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) there is evidence that filed stamped copies of the UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan FileDocuments) have been madeare included, (C) if listed on the Loan Asset Checklist, a copy of an Insurance Policy exists (or evidence thereof) with respect to any real or personal property constituting the Related PropertyCollateral is included, and (D) the related original Loan balancebalance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name name, as applicable, with respect to such Loan Asset is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) Asset Schedule (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian a hard copy (which may be preceded by an electronic file (in Microsoft EXCEL® or a comparable formatcopy, as applicable) that of the related Loan Asset Checklist which contains the Loan numberAsset information with respect to the Required Loan Documents being delivered, Obligor name, original loan balance identification number and the related name of the Obligor with respect to such Loan ChecklistAsset. At Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents on their face based on the information provided on the Loan Asset Checklist and the Collateral Custodian shall be under no duty or obligation to inspect, review or examine any such documents, instruments or certificates to independently determine that they are genuine, enforceable, duly authorized or appropriate for the represented purpose, any assignment or endorsement is in proper form, or any document is other than what it purports to be on its face. If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (I) the original balance of the Loan Asset with respect to which it has received Required Loan Documents is less than as set forth on the ServicerLoan Asset Schedule, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly notify the Administrative Agent and the Servicer of such Deficiency discrepancy within one (1) Business Day, or (II) any Review Criteria is not satisfied, the Collateral Custodian shall within one (1) Business Day notify the Servicer of such determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen five (155) Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing (in the form of Exhibit J) by the Servicer and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File Documents. Notwithstanding anything to determine that the contents thereof are genuinecontrary contained herein, enforceable the Collateral Custodian shall have no duty or appropriate for obligation with respect to any Loan Asset Checklist delivered to it in electronic form. In performing its duties hereunder, the represented purpose or that they are other than what they purport Collateral Custodian shall be entitled to be on their facethe protections, benefits and immunities provided to the Collateral Agent, mutatis mutandis. (ii) In taking and retaining custody of the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Documents or the instruments therein; and provided further thatprovided, further, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Documents in physical form shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached heretoaddress of the Collateral Custodian located at ▇▇▇▇ ▇▇▇▇ ▇▇▇, Florence, SC 29501, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 thirty (30) days prior to such change. All Required Loan Files Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to the Transferor and its Affiliates and subsidiaries. (iv) On the third Business Day Reporting Date of each month, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable mutually agreeable to the Administrative Agent and the TrusteeCollateral Custodian) an updated list of Loans in its possession identifying each Loan Asset for which it holds Required Loan Documents and an updated exceptions reportthe applicable Review Criteria that any Loan Asset fails to satisfy. (v) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. (i) The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit J), as it employs applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to similar collateral Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request or direction of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it holds as custodian has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) The Collateral Custodian shall not be liable for othersany action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.57.5, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Documents delivered (physically or electronically) by the Borrower pursuant to Section 3.2 hereof the definition of “Eligible Loan” in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties. Within two five (5) Business Days of its receipt of any Required Loan FileDocuments and the Loan Checklist (the “Review Period”), the Trustee Collateral Custodian shall review such the Required Loan File Documents delivered to it to confirm that (A) if the loan documents files delivered per the following sentence indicate that any document must contain an original signature, each such document appears to bear the original signature, or if the file indicates that such document may contain a copy of a signature, that such copies appear to bear an original or a reproduction of such signature and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified based on a review of the applicable note, the related initial Loan Checklist as being required balance when entered into or obtained by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balanceBorrower, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (DB) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Documents hereunder to the TrusteeCollateral Custodian, the Servicer Collateral Manager shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable formatformat acceptable to the Collateral Custodian) that contains the listing Loan numberIdentification Number, Obligor namename of Obligor, original loan and initial Loan balance and the related Loan ChecklistChecklist per file that contains a list of all Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor and the initial Loan balance when entered into or obtained by the Borrower with respect to each related Loan. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver to the Servicerdetermine that any Review Criteria are not satisfied, the Borrower and Collateral Custodian shall within one (1) Business Day notify the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan FilesBorrower, the Trustee shall promptly notify the Administrative Agent and the Servicer Collateral Manager of such Deficiency determination and provide them with an exception report specifying the Loans which have a Deficiency Collateral Manager and the Borrower with a list of the non-complying Loans and the applicable Review Criteria that they fail to satisfy. The Servicer Collateral Manager shall have fifteen ten (1510) Business Days to correct any non-compliance with any Review CriteriaCriteria as stated in part (2) of the preceding sentence. If after After the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review CriteriaPeriod, the Trustee Collateral Custodian shall promptly notify execute and deliver to the Borrower Collateral Manager and the Administrative Agent of such determination by providing a certification substantially in the form attached hereto as Exhibit J, including an updated attached exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfyreport. In addition, if requested in writing in the form of Exhibit E by the Servicer Collateral Manager and approved by the Administrative Agent within fifteen ten (1510) Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return the Required Loan Documents for any Loan which fails to satisfy a Review Criteria to the Borrower or its designeeBorrower. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewingreviewing any Underlying Instruments. Notwithstanding anything herein to the contrary, inspecting or examining any the Collateral Custodian’s obligation to review the Required Loan File Documents shall be limited to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceReview Criteria. (ii) In taking and retaining custody of the Underlying Instruments with respect to the Permitted Investments and the Required Loan FilesDocuments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents Documents (to the extent physically received by the Collateral Custodian) that (i) are originals or physical copies shall be kept in fire resistant vaults, rooms or cabinets at the Custody Facilities (or such other location identified to the Administrative Agent and Borrower) and (ii) in electronic form (it being agreed that Required Loan Documents shall only be permitted to be delivered in electronic form with respect to Noteless Loans) shall be held electronically in such electronic format in which such Required Loan Documents were received. All such Required Loan Documents that are originals or copies shall be kept in fire resistant facilities in accordance placed together with the Trustee’s customary standards for such custody, at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee in a written notice delivered at least 45 days prior to such change. All Required Loan Files shall be identified using a barcode system an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All such Required Loan Documents that are originals or copies shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. All such Required Loan Documents that are delivered to the Collateral Custodian in electronic format shall be saved onto disks and/or onto the Collateral Custodian’s secure computer system, and maintained in a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the physical Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian. (iv) The Collateral Custodian shall make payments in accordance with Section 2.7 and Section 2.8 (the “Payment Duties”). (v) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent Agent, the Borrower, and the Servicer Collateral Manager (in a form acceptable to the Administrative Agent) identifying each Loan for which it holds Required Loan Documents, the non-complying Loans and the applicable Review Criteria that any non-complying Loan fails to satisfy. (vi) The Collateral Custodian shall provide a written daily report to the Administrative Agent and the TrusteeCollateral Manager of (x) an updated list all deposits to and withdrawals from the Accounts for such Business Day and the outstanding balance as of Loans in its possession the end of such Business Day, and an updated exceptions report(y) a report of settled trades for such Business Day. (vvii) In performing its custodial dutiesNotwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall use not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the same degree other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of care the foregoing, it is hereby expressly agreed and attention stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Collateral Manager hereunder or under any other Transaction Document. (viii) The Administrative Agent may direct the Collateral Custodian to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that, the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (ix) The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has actual knowledge of such matter or written notice thereof is received by the Collateral Custodian. (x) The parties acknowledge that in accordance with the Customer ‎Identification Program ‎‎(CIP) requirements under the USA PATRIOT Act and its ‎implementing regulations, the ‎Collateral Custodian in order to help fight the ‎funding of terrorism and money laundering ‎is required to obtain, verify and record ‎information that identifies each person or legal ‎entity that establishes a relationship ‎or opens an account with the Collateral Custodian. ‎The Borrower hereby agrees that ‎it shall provide the Collateral Custodian with such ‎information as it employs with respect may request ‎including but not limited to similar collateral the Borrower’s name, physical ‎address, tax ‎identification number and other information that it holds will help the Collateral ‎Custodian ‎to identify and verify the Borrower’s identity such as custodian for others.organizational documents, ‎‎certificate of good standing, license to do business, or other pertinent identifying ‎‎information.‎

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.57.5, the Trustee Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee shall take and retain custody of the Required Loan Files delivered by the Borrower pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, for the benefit of the Secured Parties. Within two Business Days of its receipt of any Required Loan File, the Trustee shall review such Required Loan File to confirm that (A) the loan documents and instruments in such Required Loan File have been properly executed and have no missing or mutilated pages, (B) there is evidence that UCC and other filings (to extent identified on the related Loan Checklist as being required by the Required Loan File) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) the related original Loan balance, Loan number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Trustee, in connection with each delivery of Required Loan File hereunder to the Trustee, the Servicer shall provide to the Trustee an electronic file (in Microsoft EXCEL® or a comparable format) that contains the Loan number, Obligor name, original loan balance and the related Loan Checklist. At the conclusion of such review, the Trustee shall deliver to the Servicer, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee shall promptly notify the Administrative Agent and the Servicer of such Deficiency and provide them with an exception report specifying the Loans which have a Deficiency and the Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by a Loan with any Review Criteria, the Trustee shall promptly notify the Borrower and the Administrative Agent of such determination by providing an updated exception report to such Persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen (15) Business Days of the Trustee’s delivery of such report, the Trustee shall return any Loan which fails to satisfy a Review Criteria to the Borrower or its designee. Other than the foregoing, the Trustee shall not have any responsibility for reviewing, inspecting or examining any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their face. (ii) In taking and retaining custody of the Required Loan FilesUnderlying Instruments with respect to the Permitted Investments, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Underlying Instruments or the instruments therein; and provided further that, that the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iiiii) All Required Loan File documents that are originals or copies The Collateral Custodian shall be kept in fire resistant facilities make payments in accordance with Section 2.7 and Section 2.8 (the Trustee’s customary standards for such custody, at the locations specified on Schedule III attached hereto, or at such other office as “Payment Duties”). (iii) The Collateral Custodian shall be specified provide a written daily report to the Administrative Agent and the Servicer by Collateral Manager of (x) all deposits to and withdrawals from the Trustee Accounts for such Business Day and the outstanding balance as of the end of such Business Day, and (y) a report of settled trades for such Business Day. For the avoidance of doubt the Collateral Custodian will not permit any withdrawal from the Interest Collection Account or the Principal Collection Account except in a written notice delivered at least 45 days prior to such change. All Required Loan Files shall be identified using a barcode system and maintained in such a manner so as to permit retrieval and accessaccordance with Section 2.9(g). (iv) On Notwithstanding any provision to the third Business Day of each monthcontrary elsewhere in the Transaction Documents, the Trustee Collateral Custodian shall provide not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Collateral Manager hereunder or under any other Transaction Document. [KFIT] Loan and Security Agreement (v) The Administrative Agent may direct the Collateral Custodian to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that, the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Servicer Collateral Custodian does not receive a consent (in a form acceptable to either positive or negative) from the Administrative Agent and within 10 Business Days of its receipt of such request, then the Trustee) an updated list of Loans in its possession and an updated exceptions reportAdministrative Agent shall be deemed to have declined to consent to the relevant action. (vvi) In performing The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has actual knowledge of such matter or written notice thereof is received by the Collateral Custodian. (vii) The parties acknowledge that in accordance with the Customer ‎Identification Program ‎‎(CIP) requirements under the USA PATRIOT Act and its custodial duties‎implementing regulations, the Trustee ‎Collateral Custodian in order to help fight the ‎funding of terrorism and money laundering ‎is required to obtain, verify and record ‎information that identifies each person or legal ‎entity that establishes a relationship ‎or opens an account with the Collateral Custodian. ‎The Borrower hereby agrees that ‎it shall use provide the same degree of care and attention Collateral Custodian with such ‎information as it employs with respect may request ‎including but not limited to similar collateral the Borrower’s name, physical ‎address, tax ‎identification number and other information that it holds will help the Collateral ‎Custodian ‎to identify and verify the Borrower’s identity such as custodian for others.organizational documents, ‎‎certificate of good standing, license to do business, or other pertinent identifying ‎‎information.‎ [KFIT] Loan and Security Agreement

Duties. From On or before the Second Restatement Date initial Funding Date, and until its removal pursuant to Section 8.5, the Trustee Collateral Custodian shall perform, perform on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Trustee Collateral Custodian shall take and retain custody of the Required Loan Files Asset Documents delivered by the Borrower Seller pursuant to Section 3.2 hereof in accordance with the terms and conditions of this Agreement, as bailee for the purposes of the relevant UCC (a “Bailee”), all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Trustee, Administrative Agent as agent for the benefit of the Secured Parties. Within two five Business Days of its receipt of any Required Loan FileAsset Documents, the Trustee Collateral Custodian shall review such the related Collateral and Required Loan File Asset Documents to confirm that (A) the loan documents and instruments in such Required Loan File have Collateral has been properly executed and have has no missing or mutilated pages, (B) there is evidence that any UCC and other filings (to extent identified as set forth on the related Loan Checklist as being required by the Required Loan FileAsset Checklists) have been made, (C) if listed on the Loan Checklist, an Insurance Policy exists with respect to any real or personal property constituting the Related Property, and (D) confirming the related original Loan balanceOutstanding Asset Balance, Loan Asset number and Obligor name with respect to such Loan Asset is referenced on the related Loan Checklist Asset List and is not a duplicate Loan Asset (based on the Loan number) (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the TrusteeCollateral Custodian, in connection with each delivery of Required Loan File Asset Documents hereunder to the TrusteeCollateral Custodian, the Servicer shall provide to the Trustee Collateral Custodian an electronic file (in Microsoft EXCEL® EXCEL or a comparable format) that contains the Loan number, Obligor name, original loan balance related Asset List or that otherwise contains the Asset identification number and the name of the Obligor with respect to each related Loan ChecklistAsset. At If, at the conclusion of such review, the Trustee Collateral Custodian shall deliver determine that (i) the Outstanding Asset Balances of the Collateral it has received Required Asset Documents with respect to is less than as set forth on the Servicerelectronic file, the Borrower and the Administrative Agent a collateral receipt in the form of Exhibit L attached hereto (a “Collateral Receipt”). If any Collateral Receipt discloses any deficiencies (a “Deficiency”) in any of the Required Loan Files, the Trustee Custodian shall promptly immediately notify the Administrative Agent of such discrepancy, and (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer of such Deficiency determination and provide them the Servicer with an exception report specifying a list of the Loans which have a Deficiency non-complying Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have fifteen (15) five Business Days to correct any non-compliance with any a Review Criteria. If after the conclusion of such time period the Servicer has still not cured any non-compliance by an Asset with a Loan with any Review Criteria, the Trustee Collateral Custodian shall promptly notify the Borrower Seller and the Administrative Agent of such determination by providing an updated exception a written report to such Persons persons identifying, with particularity, each Loan Asset and each of the applicable Review Criteria that such Loan Asset fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent within fifteen (15) ten Business Days of the TrusteeCollateral Custodian’s delivery of such report, the Trustee Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower or its designeeSeller. Other than the foregoing, the Trustee Collateral Custodian shall not have any responsibility for reviewing, inspecting or examining reviewing any Required Loan File to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their faceAsset Documents. (ii) In taking and retaining custody of the Required Loan FilesAsset Documents, the Trustee Collateral Custodian shall be deemed to be acting as the Bailee agent of the Administrative Agent and the Secured Parties; provided that the Trustee Collateral Custodian makes no representations as to the enforceability of any Required Loan File documents or the existence, perfection or priority of any Lien on the Required Loan Files Asset Documents or the instruments therein; and provided further that, the TrusteeCollateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Required Loan File documents that are originals or copies Asset Document shall be kept in fire resistant facilities in accordance with the Trustee’s customary standards for such custodyvaults, rooms or cabinets at the locations specified on Schedule III attached hereto, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Trustee Collateral Custodian in a written notice delivered at least 45 forty-five (45) days prior to such change. All Required Loan Files Asset Documents shall be identified using a barcode system placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Required Asset Documents shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. (iv) The Collateral Custodian shall make payments pursuant to the terms of the Monthly Report in accordance with Section 2.9 and Section 2.10 (the “Payment Duties”). (v) On the third Business Day of each monthReporting Date, the Trustee Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form acceptable to the Administrative Agent Agent) (1) identifying each Asset for which it holds Required Asset Documents, the non-complying Assets and the Trusteeapplicable Review Criteria that any non- complying Asset fails to satisfy and (2) an updated list identifying each Eligible Treasury Security held in the Treasury Securities Account for the benefit of Loans the Secured Parties and subject to the Lien thereon in its possession and an updated exceptions reportfavor of the Administrative Agent as agent for the Secured Parties. (vvi) The Collateral Custodian shall retain custody of the Eligible Treasury Securities in the Treasury Securities Account in accordance with the terms and conditions of this Agreement and the Securities Account Control Agreement, all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Administrative Agent as agent for the Secured Parties. (vii) The Collateral Custodian shall transfer Collections deposited in the Treasury Securities Account in accordance with Section 2.11(g) (the “Transfer Duties”). (viii) In performing its custodial duties, the Trustee Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar collateral Collateral that it holds as custodian for othersCollateral Custodian.