To ​, to the attention of ​, ​, ​;

Each Agent agrees to hold any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such Agent, or of agents or bailees of such Agent (such Collateral being referred to herein as the “Pledged Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Documents, as applicable, subject to the terms and conditions of this Section 6.

EXHIBIT # Form of Custodial Delivery Certificate EXHIBIT XV Form of Bailee Letter

“Delivery Failure” shall have the meaning set forth in the Bailee Letter.

In the event of any inconsistency between the provisions of this Bailee Letter and the provisions of any other instrument or document delivered by ​ (on behalf of Owner) to ​ with this letter or in connection with the Assets, Asset Documentation or Asset Documents, including, without limitation, any “release” or similar document, the provisions of this Bailee Letter shall control.

“Bailee Letter” shall have the meaning assigned to such term in the Custodial Agreement.

Executed bailee letter with the appropriate applicable Schedule (in form approved by Fannie Mae and Lender).

on such Business Day; or # a Bailee Letter from an Acceptable Attorney identifying the applicable Release Letter being held on behalf of Administrative Agent, on behalf of Buyers;

All initially capitalized terms used herein shall have the meanings ascribed to them in the above-referenced Bailee Letter.

Letter Agreement. On the terms of this Amendment and subject to the satisfaction of the conditions precedent set forth in Section 4 above, the Required Lenders acknowledge and agree that the Administrative Agent is authorized to enter into a letter agreement in connection with the sale of Receivables and Related Assets, in the form attached hereto as Exhibit A.