Common use of Collection Account Clause in Contracts

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount (or solely with respect to amounts from the Expense Reserve Account and/or the Ramp-Up Account that are designated as Interest Proceeds pursuant to Section 10.3(c) or Section 10.3(d), to the Interest Collection Subaccount), including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated non-interest bearing trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held account in the name of the Issuer “Athena Funding I LLC Collection Account, subject to the Lien lien of this Indenture State Street Bank and each Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, held in addition to any amount required hereunder to be deposited therein, such Monies received from external sources trust for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. The Transferor shall establish and maintain an Eligible Account (athe “Collection Account”) In for receiving and disbursing amounts in accordance with this Indenture and Section 2.8. The Servicer shall advise the Account Control Agreement, Administrative Agent in writing of the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one location of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in . The Collection Account shall be used only for the name collection of the Issuer subject amounts and for application of such amounts as described in Section 2.8. The Collection Account will be governed by the Control Agreement pursuant to which the Administrative Agent shall have Control pursuant to the Lien terms of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time If the Collection Account ceases to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve be an Eligible Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted Servicer shall within ten (10) Business Days of receipt of notice of such change in eligibility transfer the property credited to the Collection Account into to an account meeting the Principal requirements of an Eligible Account, which is established pursuant to a substitute Control Agreement, and as to which the Administrative Agent shall have Control. The Servicer shall promptly notify the Administrative Agent of the establishment of a replacement Collection SubaccountAccount and shall provide the Administrative Agent with such information with respect thereto as the Administrative Agent may reasonably request. To the extent of its interest therein (if any), including in addition the Servicer hereby grants to the deposits required pursuant to Section 10.6(a), Administrative Agent (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or Owners) a security interest in respect all of the Collateral ObligationsServicer’s right, Eligible Investments or other existing Assets) as title and interest in the Issuer deems, in its sole discretion, to be advisable Collection Account and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited all amounts from time to time credited to the Collection Account (including, without limitation, interest, cash and other property from time to time received, receivable or otherwise distributed in respect of or in connection with amounts on deposit in the Collection Account). In the event there shall have been deposited in the Collection Account pursuant any amount not required to this Indenture be deposited therein and so identified to the Administrative Agent, such amount shall be held by withdrawn from the Trustee as Collection Account, any provision herein to the contrary notwithstanding, and any such amounts shall not be deemed to be a part of the Assets and shall be applied to the purposes herein providedCollection Account. Subject to Section 10.2(d), All amounts deposited in the Collection Account shall remain in a deposit account maintained at the Account Bank. On each Payment Date, all interest received on funds on deposit in the Collection Account, if any, shall be reinvested pursuant deposited into the Collection Account and shall be deemed to Section 10.6(a)constitute a portion of the Total Distribution Amount. The Servicer and the Transferor agree to take all actions reasonably necessary, including the filing of appropriate financing statements and the giving of proper registration instructions relating to any investments, to protect the Administrative Agent’s interest (on behalf of the Owners) in the Collection Account and any moneys therein and to enable the Administrative Agent to enforce its rights (on behalf of the Owners) under the Control Agreement(s) relating to the Collection Account. Following a Servicer Default or Termination Event, the Administrative Agent may, or shall at the direction of the Required Owners, deliver a “shifting control notice” to the depositary bank at which the Collection Account is maintained, upon receipt of which notice, such depositary bank will follow the direction of the Administrative Agent as to application of Collections in such Collection Account.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Collateral Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Collateral Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount (or solely with respect to amounts from the Expense Reserve Account and/or the Ramp-Up Account that are designated as Interest Proceeds pursuant to Section 10.3(c) or Section 10.3(d), to the Interest Collection Subaccount), including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Collateral Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (aa)(i) In accordance with this Indenture and On or prior to the Account Control AgreementSeries Issuance Date for the first Series issued hereunder, the Issuer shallshall open, prior to the Closing Date, cause the Trustee to establish at the Custodian two Trustee's Corporate Trust Office, or at another Eligible Institution, one or more segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held accounts in the Trustee's name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties Holders (collectively, the "Collection Account"). The Collection Account shall initially be divided into subaccounts, which need not be separate bank accounts: a general subaccount (the "General Subaccount"), an overcollateralization subaccount for each Series of Securitization Bonds (each, an "Overcollateralization Subaccount" or the "Series Overcollateralization Subaccount"), a capital subaccount for each Series of Securitization Bonds (each, a "Capital Subaccount" or the "Series Capital Subaccount"), a capital reserve subaccount (the "Capital Reserve Subaccount"), a reserve subaccount (the "Reserve Subaccount"), a series subaccount for each Series of Securitization Bonds (each, a "Series Subaccount") and a class subaccount for any Class of any Series of Securitization Bonds which has a floating rate of interest as specified in any Series Supplement (each, a "Class Subaccount"). On or prior to the Series Issuance Date for each Series issued after the Series Issuance Date for the first Series issued hereunder, the Issuer shall establish an additional Series Subaccount therefor and a Class Subaccount for any Class of such Series which has a floating rate of interest and in respect of which the Issuer has entered into an Interest Rate Swap Agreement, as Subaccounts of the Collection Account. Prior to depositing funds or U.S. Government Obligations in the Collection Account pursuant to Sections 4.01 or 4.02, the Issuer shall establish defeasance subaccounts (each, a "Defeasance Subaccount") for each Series for which funds shall be deposited, as subaccounts of the Collection Account. All amounts in the Collection Account not allocated to any other Subaccount shall be allocated to the General Subaccount. Prior to the initial Payment Date, all amounts in the Collection Account (other than funds deposited into the Capital Subaccount, up to the Required Capital Amount) shall be allocated to the General Subaccount. All payments on or received by the Trustee from any Swap Counterparty at any time shall be deposited in respect the related Class Subaccount. All references to the Collection Account shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to each of the Collateral Obligationsforegoing subaccounts of the Collection Account shall be made as set forth in Sections 4.01, 4.02, 4.03 and 8.02(d) through (n). The Collection Account shall at all times be maintained in an Eligible Investments or other existing Assets) as Securities Account and only the Trustee shall have access to the Collection Account for the purpose of making deposits in and withdrawals from the Collection Account in accordance with this Indenture. Funds in the Collection Account shall not be commingled by the Issuer deemswith any other moneys, in its sole discretion, to and shall not be advisable and to designate them as Interest Proceeds or Principal Proceedscommingled by the Trustee. All Monies moneys deposited from time to time in the Collection Account Account, all deposits therein pursuant to this Indenture Indenture, and all investments made in Eligible Investments with such moneys, including all income or other gain from such investments, shall be held by the Trustee in the Collection Account as part of the Assets and Collateral as herein provided, with the exception of any amount up to $100,000 held at any time in the Capital Reserve Subaccount. The Capital Reserve Subaccount shall be applied funded with $100,000 from amounts contributed to the purposes herein providedCapital Subaccount for the initial Series of Securitiza tion Bonds. Subject to Section 10.2(d), amounts Amounts on deposit in the Collection Account Capital Reserve Subaccount shall be reinvested pursuant available, upon request of the Issuer, to Section 10.6(a)pay any expenses of the Issuer.

Collection Account. (a) In On or prior to the Series Issuance Date for the first Series issued hereunder, the Issuer shall open, with the Indenture Trustee or with another Eligible Institution, one or more non-interest bearing segregated trust accounts in the Indenture Trustee’s name for the deposit of Environmental Control Charge Collections for such Series of Bonds and all other amounts received with respect to the Series Collateral servicing such Series of Bonds (each, a “Collection Account” and collectively, the “Collection Accounts”). The Indenture Trustee shall hold each Collection Account for the benefit of the related Environmental Control Bondholders, the Indenture Trustee and the other Persons indemnified hereunder. The Collection Account for each Series of Environmental Control Bonds will initially be divided into subaccounts, which need not be separate bank accounts: a general subaccount (each, a “General Subaccount”), a capital subaccount (each, a “Capital Subaccount”), an excess funds subaccount (each, an “Excess Funds Subaccount”) and a tranche subaccount for any Tranche of any Series that has a floating rate of interest as specified in any Series Supplement (each, a “Tranche Subaccount”). Prior to depositing funds or U.S. Government Obligations in the Collection Account pursuant to Sections 4.01 or 4.02, the Issuer shall establish defeasance subaccounts (each a “Defeasance Subaccount”) for each Series for which funds shall be deposited, as subaccounts of the Collection Account. All amounts in the Collection Account for any Series of Bonds not allocated to any other subaccount shall be allocated to the General Subaccount for such Series of Bonds. All payments received by the Indenture Trustee from any Swap Counterparty at any time shall be deposited in the related Tranche Subaccount All references to the Collection Account shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to each of the foregoing subaccounts of any Collection Account shall be made as set forth in Sections 4.01, 4.02, 4.03 and 8.02(c), (d), (e), (g) and (h). Such Collection Account shall at all times be maintained in an Eligible Deposit Account and only the Indenture Trustee shall have access to such Collection Account for the purpose of making deposits in and withdrawals from such Collection Account in accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise Indenture. Funds in the Collection Account shall not be commingled with any other moneys, including moneys in any other Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall All moneys deposited from time to time deposit into the Interest in a Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested deposits therein pursuant to this Indenture, and all investments made in additional Eligible Investments with such moneys, including all income or other gain from such investments, shall be held by the Indenture Trustee in such Collection Account for such Series of Bonds as part of the Series Collateral Obligations in accordance with Article XII)securing such Bonds as herein provided. The Indenture Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account have sole dominion and exclusive control over all other amounts remitted to the moneys in such Collection Account into the Principal Collection Subaccount, including and shall apply such amounts therein as provided in addition to the deposits required pursuant to this Section 10.6(a), 8.02. The Securities Intermediary hereby confirms that (i) any funds designated each Collection Account is, or at inception will be established as, a “securities account” as Principal Proceeds by such term is defined in Section 8-501(a) of the Collateral Manager in accordance with this Indenture and UCC, (ii) all other Principal Proceeds it is a “securities intermediary” (unless simultaneously reinvested as such term is defined in additional Collateral Obligations Section 8-102(a)(14) of the UCC) and is acting in accordance such capacity with Article XII or in Eligible Investments). The Issuer mayrespect to such accounts, but under no circumstances shall be required to, deposit from time to time into and (iii) the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources Indenture Trustee for the benefit of the Secured Parties or is the Issuer sole “entitlement holder” (other than payments on or as such term is defined in respect Section 8-102(a)(7) of the Collateral ObligationsUCC) with respect to such accounts and not other Person shall have the right to give “entitlement orders" (as such term is defined in Section 8-102(a)(8)) with respect to such accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property, Eligible Investments financial asset, security, instrument or other existing Assetscash) as received by it will be credited to the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the applicable Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied treated by it as “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. Notwithstanding anything to the purposes herein provided. Subject to Section 10.2(d)contrary, amounts in the Collection Account State of West Virginia shall be reinvested pursuant deemed to be the jurisdiction of the Securities Intermediary for purposes of Section 10.6(a)8-110 of the UCC.

Collection Account. (a) In accordance with this Indenture Agreement and the Account Control Agreement, the Issuer Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian a single, segregated trust account in the name “PennantPark Floating Rate Funding I, LLC Collection Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Collection Account”, which shall be maintained with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. In addition, the Collateral Agent shall establish two segregated trust accountsaccounts which for perfection purposes will be treated as sub-accounts within the Collection Account, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement”. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a8.05(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional received by the Collateral Obligations in accordance with Article XII)Agent. The Trustee Collateral Agent shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection SubaccountSubaccount including, including in addition to the deposits required pursuant to Section 10.6(a8.05(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations Loans in accordance with Article XII X or in Eligible Investments). The Issuer may, but under no circumstances shall be Investments or required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited thereinin the Revolving Reserve Account pursuant to Section 8.04) received by the Collateral Agent. In addition, such Monies for each Agreed Foreign Currency, the Collateral Agent shall establish segregated accounts that each constitute a Principal Collection Subaccount and Interest Collection Subaccount for each Agreed Foreign Currency. Any amounts received from external sources for by the benefit of Collateral Agent that are denominated in an Agreed Foreign Currency that are required to be deposited into the Secured Parties Principal Collection Subaccount or the Issuer (other than payments on or in respect of Interest Collection Subaccount shall be deposited by the Collateral ObligationsAgent into the applicable Principal Collection Subaccount or Interest Collection Subaccount, Eligible Investments or other existing Assets) as the Issuer deemsapplicable, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceedsfor such Agreed Foreign Currency. All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to the purposes herein provided. Subject to Section 10.2(d8.02(c), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a8.05(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, (i) On or prior to the Closing DateDate for a Series of Bonds issued hereunder, cause the Trustee to establish Issuer shall open, at the Custodian two Trustee's Corporate Trust Office, or at another Eligible Institution, one or more segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held accounts in the Trustee's name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties Holders (collectively, the "Collection Account"). The Collection Account shall initially be divided into Subaccounts, which need not be separate bank accounts: a general subaccount (the "General Subaccount"), a capital subaccount (a "Capital Subaccount"); and a reserve subaccount (the "Excess Funds Subaccount"). Prior to depositing funds or U.S. Government Obligations in the Collection Account pursuant to Section 4.01 or 4.02, the Issuer shall establish a defeasance subaccount (the "Defeasance Subaccount") for which funds shall be deposited, as a subaccount of the Collection Account. All amounts in the Collection Account not allocated to any other Subaccount shall be allocated to the General Subaccount. Prior to the Initial Payment Date, all amounts in the Collection Account (other than payments on or in respect funds deposited into the Capital Subaccount, up to the Required Capital Amount) shall be allocated to the General Subaccount. All references to the Collection Account shall be deemed to include reference to all Subaccounts contained therein. Withdrawals from and deposits to each of the Collateral Obligationsforegoing Subaccounts of the Collection Account shall be made as set forth in Sections 4.01, Eligible Investments or other existing Assets) as 4.02, 4.03, 4.04 and 8.02. Only the Trustee shall have access to the Collection Account for the purpose of making deposits in and withdrawals from the Collection Account in accordance with this Indenture. Funds in the Collection Account shall not be commingled by the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceedsthe Trustee with any other money. All Monies money deposited from time to time in the Collection Account Account, all deposits therein pursuant to this Indenture Indenture, and all investments made in Eligible Investments with such money, including all income or other gain from such investments, shall be held by the Trustee in the Collection Account as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a)Collateral.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. Until such time, if any, as the Trustee shall exercise its rights to direct Obligors to make payments directly to the Collection Account, the Collateral Manager shall direct all obligors and loan agents to make all payments or other distributions on the Collateral Obligations to, and any proceeds received from the disposition of any Collateral Obligations will be remitted to, a central collection account (the “Concentration Account”) maintained by a bank selected by NewStar for that purpose, and the Collateral Manager will be required to transfer all Proceeds relating to the Collateral Obligations from the Concentration Account to the Principal Collection Subaccount or the Interest Collection Subaccount, as applicable, within two Business Days after receipt thereof in the Concentration Account. In the event that NewStar decides to change the bank that maintains the Concentration Account, the Collateral Manager shall direct obligors and loan agents to make all payments or other distributions on the Collateral Obligations directly to the Collection Account. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture Indenture, (ii) the net proceeds from the issuance of any additional Notes and (iiiii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated non-interest bearing trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held account in the name of the Issuer “ORCC II Financing II LLC Collection Account, subject to the Lien lien of this Indenture State Street Bank and each Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, held in addition to any amount required hereunder to be deposited therein, such Monies received from external sources trust for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accountssubaccounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien lien of this Indenture the Trustee, for the benefit of the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XIIXII or in Eligible Investments). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and (i) On or prior to the Account Control AgreementSeries Issuance Date for the first Series issued hereunder, the Issuer shallshall open, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accountsTrustee’s Corporate Trust Office, or at another Eligible Institution, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held or more segregated non-interest bearing trust accounts in the Trustee’s name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties Holders (collectively, the “Collection Account”). The Collection Account shall initially be divided into subaccounts, which need not be separate bank accounts: a general subaccount (the “General Subaccount”), unless otherwise provided in the related Series Supplement, an overcollateralization subaccount for each Series (each, an “Overcollateralization Subaccount” or the “Series Overcollateralization Subaccount”), a capital subaccount for each Series (each, a “Capital Subaccount” or the “Series Capital Subaccount”), a reserve subaccount (the “Reserve Subaccount”), a series subaccount for each Series (each, a “Series Subaccount”) and a class subaccount for any Class of any Series which has a floating rate of interest as specified in any Series Supplement (each, a “Class Subaccount”). If so provided in any Series Supplement, the Series Capital Subaccount for the related Series may be divided into separate subaccounts bearing the designations specified in such Series Supplement for the purpose of tracing deposits to and withdrawals from such Series Capital Subaccount, provided that in such case the terms Series Capital Subaccount and Capital Subaccount with respect to such Series shall refer collectively to all such subaccounts except as specified in such Series Supplement for purposes of such tracing. On or prior to the Series Issuance Date for each Series issued after the Series Issuance Date for the first Series issued hereunder, the Issuer shall establish an additional Series Subaccount therefor and a Class Subaccount for any Class of such Series which has a floating rate of interest and in respect of which the Issuer has entered into an Interest Rate Swap Agreement, as Subaccounts of the Collection Account. Prior to depositing funds or U.S. Government Obligations in the Collection Account pursuant to Sections 4.01 or 4.02, the Issuer shall establish defeasance subaccounts (each, a “Defeasance Subaccount”) for each Series for which funds shall be deposited, as subaccounts of the Collection Account. All amounts in the Collection Account not allocated to any other Subaccount shall be allocated to the General Subaccount. Prior to the initial Payment Date, all amounts in the Collection Account (other than funds deposited into the Capital Subaccount, up to the Required Capital Amount) shall be allocated to the General Subaccount. All payments on or received by the Trustee from any Swap Counterparty at any time shall be deposited in respect the related Class Subaccount. All references to the Collection Account shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to each of the Collateral Obligationsforegoing subaccounts of the Collection Account shall be made as set forth in Sections 4.01, 4.02, 4.03 and 8.02(d) through (n). The Collection Account shall at all times be maintained as an Eligible Investments or other existing Assets) Account and only the Trustee shall have access to the Collection Account for the purpose of making deposits in and withdrawals from the Collection Account in accordance with this Indenture. If at any time the Collection Account ceases to be an Eligible Account, the Trustee shall, within ten days, establish a new Collection Account as an Eligible Account. Funds in the Collection Account shall not be commingled by the Issuer deemswith any other moneys, in its sole discretion, to and shall not be advisable and to designate them as Interest Proceeds or Principal Proceedscommingled by the Trustee. All Monies moneys deposited from time to time in the Collection Account Account, all deposits therein pursuant to this Indenture Indenture, and all investments made in Eligible Investments with such moneys, including all income or other gain from such investments, shall be held by the Trustee in the Collection Account as part of the Assets and shall be applied to the purposes Collateral as herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Trustee for the Lien benefit of this Indenture the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies amounts received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies amounts deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture The Securities Administrator shall establish and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held maintain in the name of the Issuer subject to Securities Intermediary for the Lien benefit of this the Indenture Trustee and the Securityholders, the Collection Account as a segregated account or accounts, each of which shall be maintained with the Custodian in accordance with the an Eligible Account. If an existing Collection Account Control Agreement. The Trustee shall from time ceases to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve be an Eligible Account, the Ramp-Up Securities Administrator shall establish a new Collection Account or Revolver Funding that is an Eligible Account within ten (10) days and transfer all other amounts remitted to the funds and investment property on deposit in such existing Collection Account into the Principal new Collection SubaccountAccount. So long as Wxxxx Fargo shall act as both the Master Servicer and the Securities Administrator, including in addition the Collection Account may be a sub-account of the Note Payment Account. To the extent that the Collection Account is not a sub-account of the Note Payment Account, on each Deposit Date, the Securities Administrator shall withdraw from the Collection Account and remit to the deposits Note Payment Account the Available Funds for the related Payment Date, to the extent received by it or required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds be funded by the Collateral Manager Master Servicer. The Collection Account shall constitute an account of the Indenture Trustee segregated on the books of the Securities Intermediary and held by the Securities Administrator in accordance with this trust in its Corporate Trust Office, and the Collection Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Issuer, the Indenture and Trustee, the Securities Administrator, the Securities Intermediary or the Master Servicer (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII whether made directly, or in Eligible Investmentsindirectly through a liquidator or receiver of the Issuer, the Indenture Trustee, the Securities Administrator, the Securities Intermediary or the Master Servicer). The Issuer may, but under no circumstances shall be required to, deposit from amount at any time credited to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested (i) fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested by the Securities Administrator, in Permitted Investments, in accordance with Section 4.02(c). All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the immediately succeeding Deposit Date. With respect to the Collection Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the Issuer and the Securityholders shall be entitled to the priorities afforded to such an account (in addition to a claim against the estate of the Securities Administrator, the Securities Intermediary or the Indenture Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to Section 10.6(a).state chartered banking corporations, if applicable. The Securities Administrator, the Indenture Trustee or their affiliates are permitted to receive additional compensation that could be deemed to be in the their economic self-interest for (i) serving as investment adviser, administrator, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Master Servicer and the Securities Administrator will deposit in the Collection Account as identified by the Master Servicer or the Securities Administrator and as received by the Master Servicer or the Securities Administrator, the following amounts: 91

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “"Interest Collection Subaccount” " and one of which will be designated the “"Principal Collection Subaccount” " (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture Agreement and the Account Control Agreement, the Issuer Borrower shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian Intermediary or a sub-agent of the Intermediary a single, segregated account in the name “MC Income Plus Financing SPV LLC Collection Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Collection Account”, which shall be maintained with the Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. In addition, the Borrower shall establish at the Intermediary two segregated trust accountssubaccounts within the Collection Account, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement”. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a8.05(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional received by the Collateral Obligations in accordance with Article XII)Agent. The Trustee Collateral Agent shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection SubaccountSubaccount including, including in addition to the deposits required pursuant to Section 10.6(a8.05(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations Loans in accordance with Article XII X or in Eligible Investments). The Issuer may, but under no circumstances shall be Investments or required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited thereinin the Revolving Reserve Account pursuant to Section 8.04) received by the Collateral Agent. In addition, such Monies for each Approved Foreign Currency, the Borrower shall establish at the Intermediary segregated sub-accounts that each constitute a Principal Collection Subaccount and Interest Collection Subaccount for each Approved Foreign Currency. Any amounts received from external sources for by the benefit of Collateral Agent that are denominated in an Approved Foreign Currency that are required to be deposited into the Secured Parties Principal Collection Subaccount or the Issuer (other than payments on or in respect of Interest Collection Subaccount shall be deposited by the Collateral ObligationsAgent into the Principal Collection Subaccount or Interest Collection Subaccount for such Approved Foreign Currency, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceedsapplicable. All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to the purposes herein provided. Subject to Section 10.2(d8.02(c), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a8.05(a). It is hereby understood and agreed that, notwithstanding the establishment of Principal Collection Subaccounts and Interest Collection Subaccounts for each Approved Foreign Currency, no Principal Collection Subaccount or Interest Collection Subaccount for an Approved Foreign Currency shall be available for the receipt of Money or other Collateral denominated in the applicable Approved Foreign Currency until such time as the Collateral Agent notifies the Borrower and the Administrative Agent that such Principal Collection Subaccount and Interest Collection Subaccount for such Approved Foreign Currency are operational and available to receive such Money and other Collateral denominated in such Approved Foreign Currency (and the Intermediary and the Collateral Agent shall have no liability for any failure or delay in the receipt of such Money or other Collateral denominated in an Approved Foreign Currency prior to the date that the Collateral Agent notifies the Borrower and the Administrative Agent that the Principal Collection Subaccount and Interest Collection Subaccount with respect to such Approved Foreign Currency is operational and available for deposits).

Collection Account. (a) In accordance with this Indenture Agreement and the Account Control Agreement, the Issuer shallCollateral Agent, on or prior to the Original Closing Date, cause the Trustee to establish has established at the Custodian two a single, segregated securities account held in trust accountsand titled the "WhiteHorse Finance Warehouse, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the LLC Collection Account), each held in the name of the Issuer subject to the Lien lien of this Indenture the Collateral Agent", which was designated as the "Collection Account", which has been and each of which shall be maintained with the Custodian in accordance with the Account Control AgreementAgreement and which has been and shall be subject to the lien of the Collateral Agent. In addition, the Collateral Agent has maintained within the Collection Account two segregated subaccounts, one of which has been designated the "Interest Collection Subaccount" and one of which has been designated the "Principal Collection Subaccount". The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a8.05(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional received by the Collateral Obligations in accordance with Article XII)Agent. The Trustee Collateral Agent shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection SubaccountSubaccount including, including in addition to the deposits required pursuant to Section 10.6(a8.05(a), (i) any funds designated as all Principal Proceeds received by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless Agent, unless, as directed by the Collateral Manager, simultaneously reinvested in additional Collateral Obligations in accordance with Article XII X or in Eligible Investments). The Issuer may, but under no circumstances shall be Investments or required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for in the benefit of the Secured Parties Revolving Reserve Account pursuant to Section 8.04 or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, required to be advisable and deposited into the Excess Concentration Loan Account pursuant to designate them as Interest Proceeds or Principal ProceedsSection 8.03(d)). All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to the purposes herein provided. Subject to Section 10.2(d), All amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a8.05(a). The Borrower shall instruct all Obligors to remit all their payments in respect of the Collateral Obligations into the Collection Account in accordance with this Agreement. If the Borrower receives any Collections directly, the Borrower shall remit any such Collections to the Collection Account (or one or more subaccounts thereof) within 2 Business Days of receipt thereof. In the event the Collateral Agent receives any amounts or collections in respect of the Excluded Loan, the Collateral Agent shall, upon receiving a written direction of the Collateral Manager, which may be in the form of standing instructions, remit such amounts or collections to an account to be designated by the Collateral Manager.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accountssubaccounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Trustee, for the Lien benefit of this Indenture the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XIIXII or in Eligible Investments). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated non-interest bearing trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held account in the name of the Issuer “Core Income Funding I LLC Collection Account, subject to the Lien lien of this Indenture State Street Bank and each Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, held in addition to any amount required hereunder to be deposited therein, such Monies received from external sources trust for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated non-interest bearing trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held account in the name of the Issuer “GCP SG Warehouse 2022-1 Collection Account, subject to the Lien lien of this Indenture and each Wilmington Trust, National Association, as Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources held for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The only permitted withdrawal from or application of funds on deposit in, or otherwise to Section 10.2(d)the credit of, amounts in the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with The Collateral Agent shall, on or prior to the Original Closing Date, establish a single, segregated non-interest bearing trust account in the name OR Tech Financing I LLC Collection Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Collection Account” and which shall be governed solely by the terms of this Indenture Agreement and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will . Such account shall be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources trust for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated non-interest bearing trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held account in the name of the Issuer “Core Income Funding VI LLC Collection Account, subject to the Lien lien of this Indenture State Street Bank and each Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, held in addition to any amount required hereunder to be deposited therein, such Monies received from external sources trust for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated non-interest bearing trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held account in the name of the Issuer “ORCC Financing II LLC Collection Account, subject to the Lien lien of this Indenture State Street Bank and each Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, held in addition to any amount required hereunder to be deposited therein, such Monies received from external sources trust for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the Account Bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture The Administrative Agent, acting on behalf of the Security Trustee, shall establish and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish maintain at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held Operating Bank in the name of the Issuer subject Security Trustee (or in the name of an Eligible Institution designated in writing by the Security Trustee to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(aOperating Bank), immediately upon receipt thereof or upon transfer from a trust account (the Payment "Collection Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII"). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into shall bear a designation clearly indicating that the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources therein are held for the benefit of the Secured Parties or Parties. All Collections received by the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as and the Issuer deems, in its sole discretion, to Subsidiaries shall be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to and transferred therefrom in accordance with the terms of this Indenture shall be held by Indenture. If the Trustee as part balance of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts funds on deposit in the Collection Account shall be reinvested Account, together with the amount available for drawing under any Eligible Credit Facilities, falls below the Liquidity Reserve Amount at any time (including as a result of any increase in the Liquidity Reserve Amount), the Issuer may continue to make all payments, including required payments on the MSAF Group Notes and any Guarantees, which rank prior to, or pari passu with, payments of Minimum Principal Payment Amounts on the MSAF Group Class D Notes pursuant to Section 10.6(a3.08(a) hereof and any Permitted Accruals other than in respect of Modification Payments; provided that the balance of funds in the Collection Account, together with the amount available for drawing under any Eligible Credit Facilities does not fall below the Minimum Liquidity Reserve Amount at its then current level; provided further, however, that the balance of funds in the Collection Account, together with the amount available for drawing under any Eligible Credit Facilities may fall below the Minimum Liquidity Reserve Amount at its then current level, and the Issuer may continue to make all payments, including required payments on MSAF Group Notes and any Guarantees, in order to pay accrued and unpaid interest on, and, on the applicable Final Maturity Date thereof, principal of, the Senior Class then Outstanding to avoid an Event of Default, in each case subject to the order of priorities under Section 3.08 hereof. The Security Trustee shall have sole dominion and control over the Collection Account and all investments made through and/or maintained in the Collection Account, including authority to direct withdrawals from or transfers among the Collection Account and each other Account. Amounts may be withdrawn or transferred from the Collection Account only in accordance with the provisions of this Indenture, any Guarantor Indenture and the Administrative Agency Agreement by authorized officers or employees of the Security Trustee or agents authorized by the Security Trustee in writing (including the Administrative Agent and any authorized agent thereof pursuant to the Administrative Agency Agreement). If, at any time, the Collection Account ceases to be an Eligible Account, the Administrative Agent or an agent thereof shall, within 10 Business Days, establish a new collection account meeting the conditions set forth in this Section 3.01(b) and transfer any cash or investments in the existing Collection Account to such new collection account; and from the date such new collection account is established, it shall be the "Collection Account".

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, On or ------------------ prior to the Closing Date, the Borrower shall establish and maintain, or cause to be established and maintained, for the Trustee to establish at sole and exclusive benefit of the Custodian two Collateral Agent on behalf of the Collateral Agent, the Administrative Agent, Triple-A, the L/C Bank and the Surety, and their respective assigns, a cash collateral account (the "Collection Account"). The ------------------ Collection Account shall be a special purpose segregated account, designated as the "Capital Markets Assurance Corporation Collateral Agent Collection Account", maintained either (i) with FNBB, for so long as FNBB maintains a short- term unsecured indebtedness rating of no less than A-2 by S&P and P-1 by Xxxxx'x, or a Depository Institution which is an Eligible Depository Institution, or (ii) in a segregated trust accountsaccount in the trust department of a Depository Institution, one and shall be under the sole dominion and control of, and in the name of, the Collateral Agent, acting on behalf of which will itself, the Administrative Agent, Triple-A, the Surety and the L/C Bank. In the event that the Collection Account Bank ceases to satisfy the requirements set forth in clause (i) above, and such funds therein are not immediately thereafter transferred to a segregated trust account as provided in clause (ii) above, the Collateral Agent shall be designated entitled to terminate the “Interest Collection Subaccount” Account and one of which will be designated the “Principal related Collection Subaccount” (Account Agreement, and which together will comprise transfer all funds and investments held therein to a new Collection Account at an Eligible Depository Institution, subject to a new Collection Account Agreement in form and substance satisfactory to the Collateral Agent. All funds held in the Collection Account), each held including investment earnings thereon, may be invested in Permitted Investments at the name direction of the Issuer subject to Servicer; provided, however, that the Lien of this Indenture and each of which Collateral Agent shall be maintained with have the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccountsole right, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted written notice to the Collection Account into Bank, to restrict the Principal maturities of any Permitted Investments held in the Collection SubaccountAccount and to direct the withdrawal or liquidation of any such Permitted Investments, including to be used solely for the purposes and in addition to the deposits required pursuant to order of priority set forth at Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments7.06(d). --------------- The Issuer may, but under no circumstances taxpayer identification number associated with the Collection Account shall be required tothat of the Borrower and the Borrower will report for federal, deposit state and local income tax purposes the income, if any, earned on funds in the Collection Account. The Collateral Agent shall have the sole and exclusive right to withdraw or order a transfer of funds from time to time into the Collection Account, in addition all events in accordance with the terms and provisions of this Section 7.06 and the ------------ information most recently delivered to the Collateral Agent pursuant to Section 6.01; provided, however, that the ------------ -------- ------- Collateral Agent shall, pursuant to the terms of the Collection Account Agreement, and absent further instructions to the Collection Account Bank to the contrary from the Collateral Agent (which instructions the Collateral Agent may give at any amount required hereunder time), permit the Servicer to make withdrawals or order transfers of funds from the Collection Account, in all events in accordance with the provisions of this Section 7.06 and the information most recently ------------ delivered pursuant to Section 6.01. In addition, ------------ notwithstanding anything in the foregoing to the contrary, the Servicer shall be entitled on a daily basis (absent further instructions to the Collection Account Bank to the contrary from the Collateral Agent (which instructions the Collateral Agent may give at any time)) to direct the Collection Account Bank to make withdrawals or order transfers of funds from the Collection Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Account (including, without limitation, funds representing Assessments or dues payable by Obligors to property owners' associations or other entities), or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the foregoing sentence, the Servicer shall provide the Collateral Agent with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Settlement Report to be deposited therein, delivered by the Servicer following the date of such Monies received from external sources for the benefit of the Secured Parties withdrawal or the Issuer transfer (other than payments on or in respect of such earlier written notice as may be requested by the Collateral Obligations, Eligible Investments or other existing Assets) as Agent from the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited Servicer from time to time in time). Notwithstanding anything herein to the contrary, the Collateral Agent shall be entitled on a daily basis to direct the Collection Account pursuant Bank to this Indenture shall be held make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee as part Collateral Agent in connection with any misdirected funds described in clause (i) of the Assets second foregoing sentence, which costs and expenses shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a)constitute Obligations hereunder.

Collection Account. (a) In accordance with this Indenture The Issuer shall establish and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two Lender shall maintain a segregated trust accounts, one of which will be designated account (the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the "Collection Account), each held ") which shall be in the name of the Issuer subject to Lender "as the Lien Holder of this Indenture Cakewalk Royalty-Backed Pay-Through Notes," and each of which shall be maintained with in an Eligible Financial Institution, for the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccountreceipt of, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances there shall be required to, deposit from time to time deposited into the Collection Account, in addition to any amount required hereunder payments to be deposited thereintherein as provided herein. If the bank with which the Collection Account is maintained ceases to be an Eligible Financial Institution, the Servicer shall within ten days of obtaining actual knowledge of such Monies received from external sources for cessation, transfer the benefit of the Secured Parties or Collection Account to an account maintained with an Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Lender). The Collection Account shall relate solely to the transactions contemplated in this Indenture, and funds in such account shall not be commingled with any other than monies. All payments on or to be made from time to time by the Lender to the Noteholders out of funds in respect the Collection Account pursuant to this Indenture shall be made by the Lender as paying agent of the Collateral Obligations, Issuer. Funds on deposit in the Collection Account shall be invested in Eligible Investments at the written direction of the Issuer. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Collection Account for a particular Payment Date shall be not later than the Business Day preceding such Payment Date or other existing Assets) a Redemption Date, as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceedsapplicable. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee Servicer as part of the Assets and shall be applied to the purposes related Collateral as herein provided. Subject to Section 10.2(d), amounts Monies in the Collection Account shall be reinvested subject to withdrawals pursuant to Section 10.6(a)13.1 of this Indenture.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of The Bank of New York Mellon Trust Company, National Association, as Trustee, for the Issuer subject to benefit of the Lien of this Indenture Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.5(a) and Section 10.3(e), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII)Proceeds. The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.5(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a10.5(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated non-interest bearing trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held account in the name of the Issuer OR Tech Financing I LLC Collection Account, subject to the Lien lien of this Indenture State Street Bank and each Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, held in addition to any amount required hereunder to be deposited therein, such Monies received from external sources trust for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held non-interest bearing account in the name of the Issuer “ABPCIC Funding III LLC Collection Account, subject to the Lien lien of this Indenture and each the Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources held for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, the Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to Section 10.6(a)establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).. 172

Collection Account. (a) In accordance with this Indenture Agreement and the Account Control Agreement, the Issuer shallCollateral Agent, on or prior to the Original Closing Date, cause the Trustee to shall establish at the Custodian two a single, segregated securities account held in trust accounts, one of which will be designated and titled the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the TPG SL SPV, LLC Collection Account), each held in the name of the Issuer subject to the Lien lien of this Indenture and each of the Collateral Agent”, which shall be designated as the “Collection Account”, which shall be maintained with the Custodian in accordance with the Account Control AgreementAgreement and which shall be subject to the lien of the Collateral Agent. In addition, the Collateral Agent shall establish three segregated subaccounts within the Collection Account, one of which will be designated the “Interest Collection Subaccount”, one of which will be designated the “Principal Collection Subaccount”, and one of which will be designated the “Canadian Dollar Subaccount”. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a8.05(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional received by the Collateral Obligations in accordance with Article XII)Agent. The Trustee Collateral Agent shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection SubaccountSubaccount including, including in addition to the deposits required pursuant to Section 10.6(a8.05(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII X or in Eligible Investments). The Issuer may, but under no circumstances shall be Investments or required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies in the Revolving Reserve Account pursuant to Section 8.04) received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of by the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal ProceedsAgent. All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to the purposes herein provided. Subject to Section 10.2(d), All amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a8.05(a). The Borrower shall instruct all Obligors to remit all their payments in respect of the Collateral Obligations into the Collection Account (or one or more subaccounts thereof) in accordance with this Agreement. If the Borrower receives any Collections directly, the Borrower shall remit any such Collections to the Collection Account (or one or more subaccounts thereof) within 2 Business Days of receipt thereof.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Collateral Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Collateral Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Collateral Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of U.S. Bank National Association, as Trustee, for the Issuer subject to benefit of the Lien of this Indenture Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.5(a) and Section 10.3(e), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII)Proceeds. The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.5(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a10.5(a).

Collection Account. (a) In accordance with this Indenture The Securities Administrator shall establish and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held maintain in the name of the Issuer subject to Securities Intermediary for the Lien benefit of this the Indenture Trustee and the Securityholders, the Collection Account as a segregated account or accounts, each of which shall be maintained with the Custodian in accordance with the an Eligible Account. If an existing Collection Account Control Agreement. The Trustee shall from time ceases to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve be an Eligible Account, the Ramp-Up Securities Administrator shall establish a new Collection Account or Revolver Funding that is an Eligible Account within ten (10) days and transfer all other amounts remitted to the funds and investment property on deposit in such existing Collection Account into the Principal new Collection SubaccountAccount. So long as Xxxxx Fargo shall act as both the Master Servicer and the Securities Administrator, including in addition the Collection Account may be a sub-account of the Note Payment Account. To the extent that the Collection Account is not a sub-account of the Note Payment Account, on each Deposit Date, the Securities Administrator shall withdraw from the Collection Account and remit to the deposits Note Payment Account the Available Funds for the related Payment Date, to the extent received by it or required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds be funded by the Collateral Manager Master Servicer. The Collection Account shall constitute an account of the Indenture Trustee segregated on the books of the Securities Intermediary and held by the Securities Administrator in accordance with this trust in its Corporate Trust Office, and the Collection Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Issuer, the Indenture and Trustee, the Securities Administrator, the Securities Intermediary or the Master Servicer (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII whether made directly, or in Eligible Investmentsindirectly through a liquidator or receiver of the Issuer, the Indenture Trustee, the Securities Administrator, the Securities Intermediary or the Master Servicer). The Issuer may, but under no circumstances shall be required to, deposit from amount at any time credited to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested (i) fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested by the Securities Administrator, in Permitted Investments, in accordance with Section 4.02(c). All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the immediately succeeding Deposit Date. With respect to the Collection Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the Issuer and the Securityholders shall be entitled to the priorities afforded to such an account (in addition to a claim against the estate of the Securities Administrator, the Securities Intermediary or the Indenture Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to Section 10.6(a).state chartered banking corporations, if applicable. The Securities Administrator, the Indenture Trustee or their affiliates are permitted to receive additional compensation that could be deemed to be in the their economic self-interest for (i) serving as investment adviser, administrator, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Master Servicer and the Securities Administrator will deposit in the Collection Account as identified by the Master Servicer or the Securities Administrator and as received by the Master Servicer or the Securities Administrator, the following amounts:

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian two three segregated trust accounts, one of which will be designated as the “"Interest Collection Subaccount” ", one of which will be designated as the "Principal Collection Subaccount" and one of which will be designated as the “Principal "Pass-Through Collection Subaccount” " (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien lien of this Indenture the Collateral Trustee, for the benefit of the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. All amounts received in respect of the Assets shall be deposited into the Pass-Through Collection Subaccount and, upon identification by the Collateral Manager as Interest Proceeds or Principal Proceeds, shall be withdrawn from the Pass-Through Collection Subaccount and deposited into the Interest Collection Subaccount or the Principal Collection Subaccount, as applicable. The Collateral Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XIIXII or in Eligible Investments). The Collateral Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than Contributions and payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Collateral Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account (excluding for this purpose, the Pass-Through Collection Subaccount) shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture The Securities Administrator shall establish and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held maintain in the name of the Issuer subject to Securities Intermediary for the Lien benefit of this the Indenture Trustee and the Securityholders, the Collection Account as a segregated account or accounts, each of which shall be maintained with the Custodian in accordance with the an Eligible Account. If an existing Collection Account Control Agreement. The Trustee shall from time ceases to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve be an Eligible Account, the Ramp-Up Securities Administrator shall establish a new Collection Account or Revolver Funding that is an Eligible Account within ten (10) days and transfer all other amounts remitted to the funds and investment property on deposit in such existing Collection Account into the Principal new Collection SubaccountAccount. So long as [ ] shall act as both the Master Servicer and the Securities Administrator, including in addition the Collection Account may be a sub-account of the Note Payment Account. To the extent that the Collection Account is not a sub-account of the Note Payment Account, on each Deposit Date, the Securities Administrator shall withdraw from the Collection Account and remit to the deposits Note Payment Account the Available Funds for the related Payment Date, to the extent received by it or required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds be funded by the Collateral Manager Master Servicer. The Collection Account shall constitute an account of the Indenture Trustee segregated on the books of the Securities Intermediary and held by the Securities Administrator in accordance with this trust in its Corporate Trust Office, and the Collection Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Issuer, the Indenture and Trustee, the Securities Administrator, the Securities Intermediary or the Master Servicer (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII whether made directly, or in Eligible Investmentsindirectly through a liquidator or receiver of the Issuer, the Indenture Trustee, the Securities Administrator, the Securities Intermediary or the Master Servicer). The Issuer may, but under no circumstances shall be required to, deposit from amount at any time credited to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested (i) fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested by the Securities Administrator, in Permitted Investments, in accordance with Section 4.02(c). All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the immediately succeeding Deposit Date. With respect to the Collection Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the Issuer and the Securityholders shall be entitled to the priorities afforded to such an account (in addition to a claim against the estate of the Securities Administrator, the Securities Intermediary or the Indenture Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to Section 10.6(a).state chartered banking corporations, if applicable. The Securities Administrator, the Indenture Trustee or their affiliates are permitted to receive additional compensation that could be deemed to be in the their economic self-interest for (i) serving as investment adviser, administrator, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Master Servicer and the Securities Administrator will deposit in the Collection Account as identified by the Master Servicer or the Securities Administrator and as received by the Master Servicer or the Securities Administrator, the following amounts:

Collection Account. (a) In accordance with this Indenture and the Issuer Account Control Agreement, the Issuer Trustee shall, prior to the Closing Date, cause the Trustee to establish at be established by the Custodian two segregated trust securities accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer Issuer, subject to the Lien security interest of this Indenture State Street Bank and Trust Company, as Trustee, for the benefit of the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.4(a), immediately upon receipt thereof or upon transfer from the Expense Account or Payment Account, (i) all proceeds received from the disposition of any Collateral to the extent such proceeds constitute “Interest Proceeds Collections” and (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII)ii) all other Interest Collections. The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.4(a), (i) any funds designated as all Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds Collections (unless simultaneously reinvested in additional Collateral Obligations Portfolio Assets in accordance with Section 10.2(c) and Article XII 12 or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, may deposit from time to time into the Principal Collection AccountSubaccount for the benefit of the Secured Parties, in addition to any amount required hereunder to be deposited therein, such Monies Cash received from external sources for time to time from any Class A-R Noteholder as a capital contribution to the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral ObligationsIssuer, Eligible Investments or other existing Assets) and such deposits shall be designated as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal ProceedsCollections. All Monies Cash deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets Collateral and shall be applied to the purposes herein provided. Subject to Section 10.2(d10.2(c), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a10.4(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held non-interest bearing account in the name of the Issuer "ASIF Funding II, LLC Collection Account", subject to the Lien lien of this Indenture and each the Collateral Agent for the benefit of the Secured Parties, which shall be maintained with designated as the Custodian in accordance with "Collection Account" and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources held for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower's right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank; provided that if such institution's rating falls below any such rating threshold, the assets held in such Covered Account shall be moved by the Borrower within 30 calendar days to Section 10.2(d)another institution that satisfies the definition of Eligible Account Bank. The only permitted withdrawal from or application of funds on deposit in, amounts in or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Contribution Payment in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the "Interest Collection Account" and the other the "Principal Collection Account" and which together will comprise the "Collection Account" for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.7(a), immediately upon receipt thereof or upon transfer from the Expense Reserve Account or the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or the Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.7(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture Indenture, (ii) the net proceeds from the issuance of any additional Debt and (iiiii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a10.7(a).. (b) The Trustee, within one Business Day after receipt of any distribution or other proceeds in respect of the Assets which are not Cash, shall so notify the Issuer and the Issuer (or the Collateral Manager on behalf of the Issuer) shall use its commercially reasonable efforts to, within five Business Days after receipt of such notice from the Trustee (or as soon as practicable

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated non-interest bearing trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held account in the name of the Issuer “Tech Income Funding III LLC Collection Account, subject to the Lien lien of this Indenture State Street Bank and each Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, held in addition to any amount required hereunder to be deposited therein, such Monies received from external sources trust for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two three segregated trust accounts, one of which will be designated the “"Interest Collection Subaccount” " one of which will be designated the "Principal Collection Subaccount" and one of which will be designated the “Collection Account” which will be comprised of the Interest Collection Subaccount and the Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien lien of this Indenture the Trustee, for the benefit of the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XIIXII or in Eligible Investments). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than Contributions and payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Issuer Account Control Agreement, the Issuer Trustee shall, prior to the Closing Date, cause the Trustee to establish at be established by the Custodian two three segregated trust securities accounts, one of which will be designated the “Interest Collection Subaccount” and ”, one of which will be designated the “Principal Collection Subaccount” and one of which shall be designated the “Sold PI Loan Collection Subaccount”) (and which together will comprise the Collection Account), each held in the name of the Issuer Issuer, each of which (other than the Sold PI Loan Collection Subaccount) subject to the Lien security interest of this Indenture U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties and each of which shall be maintained with the Custodian and in the case of the Collection Account (other than the Sold PI Collection Subaccount) in accordance with the Issuer Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.4(a), immediately upon receipt thereof or upon transfer thereof, (i) all proceeds received from the Payment Account, disposition of any Collateral to the extent such proceeds constitute “Interest Collections” and (ii) all other Interest Proceeds Collections (unless simultaneously reinvested in additional Eligible Investments). The Issuer (or the Collateral Obligations Manager on its behalf) shall promptly identify in accordance with Article XII)writing to the Trustee the identity of any Loan which becomes a Sold Participation Interest Loan and the MPA Counterparty in respect thereof, and the Trustee shall be entitled to receive and rely upon any directions requested from the Collateral Manager regarding the designation of the Sold PI Loan Collections thereon. The Trustee shall deposit immediately upon receipt thereof or all Sold PI Loan Collections remitted to the Collection Account into the Sold PI Loan Collection Subaccount. The Trustee shall deposit immediately upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account receipt thereof all other amounts (other than those referred to in the forgoing three sentences) remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.4(a), (i) any funds designated as all Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds Collections (unless simultaneously reinvested in additional Collateral Obligations Portfolio Assets in accordance with Section 10.2(c) and Article XII 12 or in Eligible Investments). The Issuer may, but under no circumstances shall be all cash proceeds of issuance of the Notes and all amounts contributed in the form of Cash by the Sole Member pursuant to Section 3 of the Equity Contribution Agreement which are required to, deposit from time pursuant to time into the Collection Account, in addition to any amount required hereunder terms thereof to be deposited therein, such Monies received from external sources for in the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal ProceedsCollection Subaccount. All Monies Cash deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets Collateral and shall be applied to the purposes herein providedprovided or to make withdrawals from the Principal Collections Subaccount for deposit in the Portfolio Gains Account as required pursuant to Section 3 of the Equity Contribution Agreement. Subject to Section 10.2(d10.2(c), amounts in the Collection Account (other than the Sold PI Loan Collection Subaccount) shall be reinvested pursuant to Section 10.6(a10.4(a). Amounts in the Sold PI Loan Collection Subaccount shall remain uninvested.

Collection Account. (a) In accordance The Collateral Agent hereby represents that it has, in connection with the Existing Credit Agreement, established a single, segregated non-interest bearing trust account in the name "FS Senior Funding LLC Collection Account, subject to the lien of the Collateral Agent for the benefit of the Secured Parties", which has been designated as the "Collection Account" and which shall be governed solely by the terms of this Indenture Agreement and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated . Such account shall be held in trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources Agent for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower's right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. The only permitted withdrawal from or application of funds on deposit in, or otherwise to Section 10.2(d)the credit of, amounts in the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to Section 10.6(a)establish one or more subaccounts of the Collection Account, one of which shall be designated the "Interest Collection Account" and the other the "Principal Collection Account" and which together will comprise the "Collection Account" for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “"Interest Collection Subaccount” " and one of which will be designated the “"Principal Collection Subaccount” " (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount (or solely with respect to amounts from the Expense Reserve Account and/or the Ramp-Up Account that are designated as Interest Proceeds pursuant to Section 10.3(c) or Section 10.3(d), to the Interest Collection Subaccount), including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (asuch accounts, “Collection Accounts”) In accordance maintained with JPMorgan or an Affiliate thereof or other financial institutions. Collection Accounts shall, upon the request of the Agent, be subject to account control agreements, in form and substance acceptable to the Agent, which grant the Agent control over and a first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein. If any collections referred to in the first sentence of this Indenture and Section 6.25 are received by the Account Control AgreementBorrower, a Subsidiary, or any other Person, such collections shall be deemed to have been received by the Borrower, such Subsidiary or such other Person in trust for the Agent, and, upon the Borrower’s, such Subsidiary’s, or such other Person’s receipt thereof, the Issuer shallBorrower shall (or shall cause such Subsidiary or other Person to) promptly remit all of such collections, prior to in their original form, for deposit into a Collection Account. Following the Closing Dateoccurrence and during the continuance of a Default, cause all amounts received by the Trustee to establish at the Custodian two segregated trust accountsAgent, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise all amounts on deposit in the Collection Account)Accounts, each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits all amounts constituting collections required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources into Collection Accounts shall be the sole property of the Agent for the benefit of the Holders of Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets Obligations and shall be applied deemed received by the Agent for application to the purposes herein providedSecured Obligations pursuant to the terms of this Agreement. Subject With respect to any Collection Account described in this Section 10.2(d)6.25 not already subject to a control agreement on the Second Amendment Effective Date, the Borrower and its Subsidiaries shall have ninety (90) days from the date of the Agent’s request therefor to cause such account to become subject to one of the aforementioned account control agreements. For the avoidance of doubt, amounts on deposit in any Collection Account and other Cash Equivalent Investments not subject to an account control agreement shall not constitute Perfected Cash Interests and therefore shall not be included in the Borrowing Base. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, (a) the Borrower and its Subsidiaries shall be permitted to transfer amounts on deposit in any Collection Account to any other account or investment constituting a Cash Equivalent Investment (including the JPMorgan Money Market Mutual Fund Interests) so long as after giving effect to such transfer such amounts constitute Perfected Cash Interests and (b) at all times that (i) no Default exists and (ii) Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in Collection Accounts or other accounts or investments referenced in the preceding clause (a) may be released, in a manner mutually satisfactory to the Borrower and the Agent, on a daily basis to the Borrower’s operating accounts maintained with JPMorgan or with any other Lender or otherwise at the direction of the Borrower (and such released amounts shall be reinvested pursuant automatically released from the Lien created by the Security Agreement and cease to Section 10.6(abe Collateral without delivery of any instrument or performance of any act by any party, and all rights to such released amounts shall revert to the Borrower or applicable Subsidiary). In connection with any release described in clause (b) of the immediately preceding sentence, the Agent, at the request and sole expense of the Borrower, shall execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable for the release of the Lien on such released amounts.”

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. Until such time, if any, as the Trustee shall exercise its rights to direct Obligors to make payments directly to the Collection Account, all payments or other distributions on the Collateral Obligations and any proceeds received from the disposition of any Collateral Obligations will be remitted to one or more central collection accounts (each a “Concentration Account“) maintained by the Collateral Manager at one or more banks selected by the Collateral Manager from time to time for that purpose, and the Collateral Manager will be required to transfer all Proceeds relating to the Collateral Obligations from each Concentration Account to the Principal Collection Subaccount or the Interest Collection Subaccount, as applicable, within two Business Days after receipt thereof in such Concentration Account. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (ai) In accordance The Purchaser has established and shall maintain the Collection Account with this Indenture the Depositary. The Seller and the Account Control Agreement, the Issuer shall, Purchaser agree that prior to the Closing DateFacility Termination Date the Operating Agent, cause and from and after the Trustee to establish at Facility Termination Date the Custodian two segregated trust accountsCollateral Agent, one shall have exclusive dominion and control of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account)Account and all monies, each held in the name of the Issuer subject to the Lien of this Indenture instruments and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall other property from time to time on deposit therein. (ii) From and after the Operating Agents or the Collateral Agents taking exclusive dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), the Operating Agent or the Collateral Agent (as the case may be) shall instruct each Lockbox Bank to transfer, on each Business Day and in same day funds, all available funds in each Lockbox Account to the Collection Account, and the Seller shall cause each Lockbox Bank to make such transfer. The Purchaser, the Operating Agent and the Collateral Agent may deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Accountall monies, in addition to instruments and other property received by any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of them as proceeds of the Secured Parties Transferred Receivables. On each Business Day prior to the Facility Termination Date the Operating Agent shall instruct and cause the Depositary (which instruction may be in writing or the Issuer (other than payments by telephone confirmed promptly thereafter in writing) to release funds on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time deposit in the Collection Account pursuant to this Indenture in the order of priority set forth in Section 6.03. On each Business Day from and after the Facility Termination Date the Collateral Agent shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), apply all amounts when received in the Collection Account in the order of priority set forth in Section 6.05. (iii) If, for any reason, the Depositary wishes to resign as depositary of the Collection Account or fails to carry out the instructions of the Operating Agent or the Collateral Agent, then the Operating Agent or the Collateral Agent shall be reinvested pursuant promptly notify the Purchaser Secured Parties. The Purchaser shall not close the Collection Account unless it shall have (A) received the prior written consent of the Operating Agent and the Collateral Agent, (B) established a new deposit account with the Depositary or with a new depositary institution satisfactory to Section 10.6(athe Operating Agent and the Collateral Agent, (C) entered into an agreement covering such new account with such new depositary institution satisfactory in all respects to the Operating Agent and the Collateral Agent (whereupon such new account shall become the Collection Account for all purposes of this Agreement and the other Related Documents)., and (D) taken all such action as the Collateral Agent shall require to grant and perfect a first priority Lien in such new Collection Account to the Collateral Agent under the Collateral Agent Agreement. (c)

Collection Account. (a) In accordance with this Indenture Agreement and the Account Control Agreement, the Issuer Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian Securities Intermediary two (2) segregated trust non-interest bearing accounts (including any sub-accounts deemed appropriate or necessary by the Securities Intermediary for convenience in administering such accounts) for each Eligible Currency and in the name of the Borrower, one of which will be designated as the “Interest Collection SubaccountAccount” for each such Eligible Currency (collectively, the “Interest Collection Account”) and one of which will be designated the “Principal Collection SubaccountAccount” for each such Eligible Currency (and which together will comprise collectively, the “Principal Collection Account” and, together with the Interest Collection Account, the “Collection Account”), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control AgreementAgreement and which shall be subject to the Lien of the Collateral Agent. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately Account promptly upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional received by the Collateral Obligations in accordance with Article XII)Agent and identified as such by the Collateral Manager. The Trustee Collateral Agent shall from time to time deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) Account promptly upon receipt thereof all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations Assets in accordance with Article XII X or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies in the Unfunded Reserve Account pursuant to Section 8.05) received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of by the Collateral Obligations, Eligible Investments or other existing Assets) Agent and identified as such by the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal ProceedsCollateral Manager. All Monies funds deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by on behalf of the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two three segregated trust accountssubaccounts, one of which will be designated the “Interest Collection Subaccount,” one of which will be designated the “Principal Collection Subaccount” and one of which will be designated the “Principal Reinvestment Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Trustee, for the Lien benefit of this Indenture the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account or the Expense Reserve Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XIIXII or in Eligible Investments). All amounts received in connection with sales of Collateral Obligations and all proceeds received in connection with final payments with respect to Collateral Obligations shall be credited to the Reinvestment Collection Subaccount. The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated trust accounts, one of account in the United States which will shall be designated as the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account)”, each which shall be held in the name of the Issuer subject to Collateral Agent for the Lien benefit and on behalf of this Indenture the Secured Parties and each over which the Collateral Agent shall have exclusive Control and the sole right of withdrawal, into which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccountdeposit, in addition to the deposits required pursuant to Section 10.6(aSections 4.03(d) and 4.04(d), immediately upon receipt thereof or upon transfer (i) all distributions on the Collateral Debt Securities and (ii) all proceeds received from the Payment Account, all Interest Proceeds disposition of any Collateral Debt Securities (unless simultaneously reinvested in additional Eligible Investments) and (iii) all Collections. Funds in the Collection Account shall not be commingled with any other Money. The Collateral Obligations Agent shall give to the Issuer, the Collateral Advisor and the Trustee prompt notice if the Collection Account or any funds on deposit therein, or otherwise to the credit thereof, shall become subject to any writ, order, judgment, warranty of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Collection Account other than in accordance with Article XII)the Priority of Payments. The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a)In addition, (ix) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit or cause to be deposited from time to time into such Moneys in the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) Account as the Issuer it deems, in its sole discretion, to be advisable and by notice to the Collateral Agent and (y) the Collateral Advisor may designate them such Money to be treated as Collateral Principal Collections or Collateral Interest Proceeds or Principal ProceedsCollections hereunder at its discretion. All Monies Money deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied in accordance with the terms hereof and to the purposes herein provided. Subject to Section 10.2(d), amounts in the The Collection Account shall be reinvested pursuant to Section 10.6(a)remain at all times with a financial institution having a long-term debt rating of at least “BBB+” by S&P, at least “Baal” by Xxxxx’x and, at least “BBB+” by Fitch and a short-term debt rating of at least “A-1” by S&P, at least “P-1” by Xxxxx’x and, at least “F-1” by Fitch.

Collection Account. (a) In accordance with this Indenture and the Issuer Account Control Agreement, the Issuer Trustee shall, prior to the Closing Amendment and Restatement Date, cause the Trustee to establish at be established by the Custodian two three segregated trust securities accounts, one of which will be designated the “Interest Collection Subaccount”, one of which will be designated the “Principal Collection Subaccount” and one of which will be designated the “Principal Sold PI Loan Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer Issuer, each of which (other than the Sold PI Loan Collection Subaccount) subject to the Lien security interest of this Indenture U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties and each of which shall be maintained with the Custodian and in the case of the Collection Account (other than the Sold PI Loan Collection Subaccount) in accordance with the Issuer Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.4(a), immediately upon receipt thereof or upon transfer from the Expense Account or Payment Account, (i) all proceeds received from the disposition of any Collateral to the extent such proceeds constitute “Interest Proceeds Collections” and (unless simultaneously reinvested ii) all other Interest Collections. The Issuer (or the Collateral Manager on its behalf) shall promptly identify in additional writing to the Trustee the identity of any Loans which becomes a Sold Participation Interest Loan and the MPA Counterparty in respect thereof, and the Trustee shall be entitled to receive and rely upon any directions requested from the Collateral Obligations in accordance with Article XII)Manager regarding the designation of the Sold PI Loan Collections thereon. The Trustee shall deposit immediately upon receipt thereof or all Sold PI Loan Collections remitted to the Collection Account into the Sold PI Loan Collection Subaccount. The Trustee shall deposit immediately upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account receipt thereof all other amounts (other than those referred to in the forgoing three sentences) remitted to the Collection Account into the Principal Collection Subaccount, including in addition to (w) the deposits required pursuant to Section 10.6(a10.4(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (iix) all other Principal Proceeds Collections (unless simultaneously reinvested in additional Collateral Obligations Portfolio Assets in accordance with Section 10.2(c) and Article XII 12 or in Eligible Investments). The , (y) all amounts contributed in the form of Cash by the Sole Shareholder pursuant to Section 3 of the Issuer may, but under no circumstances shall be Contribution Agreement which are required to, deposit from time pursuant to time into the Collection Account, in addition to any amount required hereunder terms thereof to be deposited thereinin the Principal Collection Subaccount, such Monies received from external sources for the benefit and (z) all cash proceeds of issuance of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal ProceedsNotes. All Monies Cash deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets Collateral and shall be applied to the purposes herein providedprovided or to make withdrawals at the direction of the Collateral Manager from the Principal Collection Subaccount for deposit in the Portfolio Gains Account as required pursuant to Section 3 of the Issuer Contribution Agreement. Subject to Section 10.2(d10.2(c), amounts in the Collection Account (other than the Sold PI Loan Collection Subaccount) shall be reinvested pursuant to Section 10.6(a10.4(a). Amounts in the Sold PI Loan Collection Subaccount shall remain uninvested.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Trustee shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a segregated non-interest bearing trust accountsaccount, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Trustee in trust for the Lien benefit of this Indenture and each of the Secured Parties, which shall be designated the “Collection Account,” which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection SubaccountAccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as in the Reserve Account deemed by the Portfolio Manager in its sole discretion to be Interest Proceeds or Principal Proceeds by the Collateral Manager in accordance with this Indenture pursuant to Section 10.3(e) and (ii) all other Interest Proceeds and Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments)) received by the Trustee and (iii) all other funds received by the Trustee. The Payments of the purchase prices of Collateral Obligations prior to the Effective Date will first be made with Principal Proceeds in the Collection Account and, to the extent insufficient, funds in the Ramp-Up Account unless otherwise directed by the Portfolio Manager. Following receipt from Moody’s, unless the Effective Date Moody’s Condition has been satisfied, of a confirmation of its Initial Rating of each Class of the Secured Notes, at any time prior to the first Determination Date after the Effective Date, uninvested amounts on deposit in the Ramp-Up Account not exceeding the balance in such Account on the date that the Issuer delivers the information set forth in Section 7.17(c) may be redesignated by the Portfolio Manager as Interest Proceeds and deposited into the Collection Account. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time into such Monies in the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) Account as the Issuer it deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian two three segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the “Collection Account”), each held in the name of the Issuer Issuer, subject to the Lien lien of this Indenture the Collateral Trustee and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Collateral Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account or (to the extent directed by the Collateral Manager) the Expense Reserve Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII), except as otherwise provided in this Indenture, including with respect to Restructured Asset Proceeds. The Collateral Trustee shall deposit immediately upon receipt thereof or upon transfer from the Revolver Funding Account or (to the extent directed by the Collateral Manager) from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture Indenture, (ii) the net proceeds from the issuance of any additional Notes and (iiiii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Collateral Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Collateral Trustee for the Lien benefit of this Indenture the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Collateral Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Collateral Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount (or solely with respect to amounts from the Expense Reserve Account and/or the Ramp-Up Account that are designated as Interest Proceeds pursuant to Section 10.3(c) or Section 10.3(d), to the Interest Collection Subaccount), including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies amounts received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies amounts deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Collateral Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture Agreement and the Account Control Agreement, the Issuer Borrower shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian Intermediary or a sub-agent of the Intermediary a single, segregated account in the name “MC Income Plus Financing SPV LLC Collection Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Collection Account”, which shall be maintained with the Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. In addition, the Borrower shall establish at the Intermediary two segregated trust accountssubaccounts within the Collection Account, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement”. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a8.05(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional received by the Collateral Obligations in accordance with Article XII)Agent. The Trustee Collateral Agent shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection SubaccountSubaccount including, including in addition to the deposits required pursuant to Section 10.6(a8.05(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations Loans in accordance with Article XII X or in Eligible Investments). The Issuer may, but under no circumstances shall be Investments or required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited thereinin the Revolving Reserve Account pursuant to Section 8.04) received by the Collateral Agent. In addition, such Monies for each Approved Foreign Currency, the Borrower shall establish at the Intermediary segregated sub-accounts that each constitute a Principal Collection Subaccount and Interest Collection Subaccount for each Approved Foreign Currency. Any amounts received from external sources for by the benefit of Collateral Agent that are denominated in an Approved Foreign Currency that are required to be deposited into the Secured Parties Principal Collection Subaccount or the Issuer (other than payments on or in respect of Interest Collection Subaccount shall be deposited by the Collateral ObligationsAgent into the Principal Collection Subaccount or Interest Collection Subaccount for such Approved Foreign Currency, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceedsapplicable. All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to the purposes herein provided. Subject to Section 10.2(d8.02(c), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a8.05(a).. It is hereby understood and agreed that, notwithstanding the establishment of Principal Collection

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer Trustee shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of Deutsche Bank Trust Company Americas, as Trustee, for the Issuer subject to benefit of the Lien of this Indenture Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.5(a), immediately upon receipt thereof or upon transfer from the Payment Expense Reserve Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Reinvestment Amount Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.5(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a10.5(a).. 140

Collection Account. (ak) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. Until such time, if any, as the Trustee shall exercise its rights to direct Obligors to make payments directly to the Collection Account, the Collateral Manager shall direct all obligors and loan agents to make all payments or other distributions on the Collateral Obligations to, and any proceeds received from the disposition of any Collateral Obligations will be remitted to, a central collection account (the “Concentration Account”) maintained by a bank selected by NewStar for that purpose, and the Collateral Manager will be required to transfer all Proceeds relating to the Collateral Obligations from the Concentration Account to the Principal Collection Subaccount or the Interest Collection Subaccount, as applicable, within two Business Days after receipt thereof in the Concentration Account. In the event that NewStar decides to change the bank that maintains the Concentration Account, the Collateral Manager shall direct obligors and loan agents to make all payments or other distributions on the Collateral Obligations directly to the Collection Account. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture Indenture, (ii) the net proceeds from the issuance of any additional Notes and (iiiii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required -152- to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture Agreement and the Account Control Agreement, the Issuer shallCollateral Agent, on or prior to the Closing Date, cause the Trustee to shall establish at the Custodian two a single, segregated securities account held in trust accounts, one of which will be designated and titled the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the TPG SL SPV, LLC Collection Account), each held in the name of the Issuer subject to the Lien lien of this Indenture and each of the Collateral Agent”, which shall be designated as the “Collection Account”, which shall be maintained with the Custodian in accordance with the Account Control AgreementAgreement and which shall be subject to the lien of the Collateral Agent. In addition, the Collateral Agent shall establish three segregated subaccounts within the Collection Account, one of which will be designated the “Interest Collection Subaccount”, one of which will be designated the “Principal Collection Subaccount”, and one of which will be designated the “Canadian Dollar Subaccount”. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a8.05(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional received by the Collateral Obligations in accordance with Article XII)Agent. The Trustee Collateral Agent shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection SubaccountSubaccount including, including in addition to the deposits required pursuant to Section 10.6(a8.05(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII X or in Eligible Investments). The Issuer may, but under no circumstances shall be Investments or required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies in the Revolving Reserve Account pursuant to Section 8.04) received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of by the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal ProceedsAgent. All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to the purposes herein provided. Subject to Section 10.2(d), All amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a8.05(a). The Borrower shall instruct all Obligors to remit all their payments in respect of the Collateral Obligations into the Collection Account (or one or more subaccounts thereof) in accordance with this Agreement. If the Borrower receives any Collections directly, the Borrower shall remit any such Collections to the Collection Account (or one or more subaccounts thereof) within 2 Business Days of receipt thereof.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.7(a), immediately upon receipt thereof or upon transfer from the Expense Reserve Account or the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or the Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.7(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture Indenture, (ii) the net proceeds from the issuance of any additional Debt and (iiiii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a10.7(a).

Collection Account. (ai) In accordance with this Indenture The Deal Agent, as agent for the Collateral Agent, has established and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two shall maintain a segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained deposit account with the Custodian in accordance with Depositary titled "Neptune Funding Corporation--Collection Account (CNL APF Partners, LP)." The Borrower agrees that the Account Control Agreement. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to have exclusive dominion and control of the Collection Account into the Principal Collection Subaccountand all monies, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture instruments and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited property from time to time in the Collection Account pursuant to this Indenture Account; provided, that such dominion and control shall be held subject to the Servicer's right to make withdrawals from the Collection Account for the purpose of applying such amounts to required payments under this Article VI, which right may be terminated by the Trustee as part of the Assets Collateral Agent at any time in its sole discretion, and shall until such right has been so terminated, all withdrawals required to be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in made from the Collection Account shall be reinvested pursuant made by the Servicer; further provided, that Borrower may direct the Collateral Agent in the investment of funds in the Collection Account into Eligible Investments. (ii) In the event that the Depositary wishes to Section 10.6(aresign as depositary of the Collection Account for any reason or fails to carry out the instructions of the Deal Agent or the Collateral Agent for any reason, then the Deal Agent shall promptly notify the Lender and the Borrower. The Deal Agent shall not close the Collection Account unless it shall have (A) provided such notice to the Lender and the Borrower, (B) received the prior written consent of the Collateral Agent, (C) established a new account with the Depositary or with a new depositary institution satisfactory to the Deal Agent and the Collateral Agent, (D) entered into an agreement covering such new account with such new depositary institution satisfactory in all respects to the Deal Agent, the Collateral Agent and the Borrower (whereupon such new account shall become the Collection Account for all purposes of the Basic Documents)., and (E) taken all such action as the Collateral Agent shall require to grant and perfect a first priority security interest in such new Collection Account to the Collateral Agent under this Agreement. SECTION 6.2.......

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. Until such time, if any, as the Trustee shall exercise its rights to direct Obligors to make payments directly to the Collection Account, the Collateral Manager shall direct all obligors and loan agents to make all payments or other distributions on the Collateral Obligations to, and any proceeds received from the disposition of any Collateral Obligations will be remitted to, a central collection account (the “Concentration Account”) maintained by a bank selected by NewStar for that purpose, and the Collateral Manager will be required to transfer all Proceeds relating to the Collateral Obligations from the Concentration Account to the Principal Collection Subaccount or the Interest Collection Subaccount, as applicable, within two Business Days after receipt thereof in the Concentration Account. In the event that NewStar decides to change the bank that maintains the Concentration Account, the Collateral Manager shall direct obligors and loan agents to make all payments or other distributions on the Collateral Obligations directly to the Collection Account. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.7(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.7(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture Indenture, (ii) the net proceeds from the issuance of any additional Notes and (iiiii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a10.7(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated non-interest bearing trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held account in the name of the Issuer “”ORCC Financing II LLC Collection Account, subject to the Lien lien of this Indenture State Street Bank and each Trust Company, as Collateral Agent for the benefit of the Secured Parties””, which shall be maintained with designated as the Custodian in accordance with “”Collection Account”” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, held in addition to any amount required hereunder to be deposited therein, such Monies received from external sources trust for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the Account Bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “”Interest Collection Account”” and the other the “”Principal Collection Account”” and which together will comprise the “”Collection Account”” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Issuer Account Control Agreement, the Issuer Trustee shall, prior to the Closing Amendment and Restatement Date, cause the Trustee to establish at be established by the Custodian two three segregated trust securities accounts, one of which will be designated the “Interest Collection Subaccount”, one of which will be designated the “Principal Collection Subaccount” and one of which will be designated the “Principal Sold PI Loan Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer Issuer, each of which (other than the Sold PI Loan Collection Subaccount) subject to the Lien security interest of this Indenture U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties and each of which shall be maintained with the Custodian and in the case of the Collection Account (other than the Sold PI Loan Collection Subaccount) in accordance with the Issuer Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.4(a), immediately upon receipt thereof or upon transfer from the Expense Account or Payment Account, (i) all proceeds received from the disposition of any Collateral to the extent such proceeds constitute “Interest Proceeds Collections” and (unless simultaneously reinvested ii) all other Interest Collections. The Issuer (or the Collateral Manager on its behalf) shall promptly identify in additional writing to the Trustee the identity of any Loans which becomes a Sold Participation Interest Loan and the MPA Counterparty in respect thereof, and the Trustee shall be entitled to receive and rely upon any directions requested from the Collateral Obligations in accordance with Article XII)Manager regarding the designation of the Sold PI Loan Collections thereon. The Trustee shall deposit immediately upon receipt thereof or all Sold PI Loan Collections remitted to the Collection Account into the Sold PI Loan Collection Subaccount. The Trustee shall deposit immediately upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account receipt thereof all other amounts (other than those referred to in the forgoing three sentences) remitted to the Collection Account into the Principal Collection Subaccount, including in addition to (w) the deposits required pursuant to Section 10.6(a10.4(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (iix) all other Principal Proceeds Collections (unless simultaneously reinvested in additional Collateral Obligations Portfolio Assets in accordance with Section 10.2(c) and Article XII 12 or in Eligible Investments). The , (y) all amounts contributed in the form of Cash by the Sole Shareholder pursuant to Section 3 of the Issuer may, but under no circumstances shall be Contribution Agreement which are required to, deposit from time pursuant to time into the Collection Account, in addition to any amount required hereunder terms thereof to be deposited thereinin the Principal Collection Subaccount, such Monies received from external sources for the benefit and (z) all cash proceeds of issuance of the Secured Parties or the Issuer Notes (other than payments on or in respect of the Collateral Obligationsincluding, Eligible Investments or other existing Assets) as the Issuer deemswithout limitation, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceedsany Subsequent Advances). All Monies Cash deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets Collateral and shall be applied to the purposes herein providedprovided or to make withdrawals at the direction of the Collateral Manager from the Principal Collection Subaccount for deposit in the Portfolio Gains Account as required pursuant to Section 3 of the Issuer Contribution Agreement. Subject to Section 10.2(d10.2(c), amounts in the Collection Account (other than the Sold PI Loan Collection Subaccount) shall be reinvested pursuant to Section 10.6(a10.4(a). Amounts in the Sold PI Loan Collection Subaccount shall remain uninvested.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated non-interest bearing trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held account in the name of the Issuer “Core Income Funding IV LLC Collection Account, subject to the Lien lien of this Indenture State Street Bank and each Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, held in addition to any amount required hereunder to be deposited therein, such Monies received from external sources trust for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to Section 10.6(a)effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Collateral Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Collateral Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Collateral Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this There shall be deposited to the Collection Account all amounts received, whether as principal, interest, Interest Subsidy Payments, Special Allowance Payments, Guarantee payments, tuition refunds, repurchase payments paid by Sellers pursuant to the Purchase Agreements or otherwise, in respect of all Financed Student Loans, interest on all such Financed Student Loans payable by the borrowers in respect thereof accrued prior to the date of acquisition thereof by the Indenture Trustee and included in the Account Control Agreement, purchase price thereof paid by the Indenture Trustee to the Sellers thereof; amounts received as earnings on or income from Eligible Investments included in the balances of the Funds and Accounts to the extent provided in Section 5.7 hereof; any Counterparty Exchange Payments; and proceeds of any sale of Financed Student Loans pursuant to Section 5.4 hereof to the extent required by such Section. The Issuer shall, prior to the Closing Dateand shall cause each Seller and Servicer, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control applicable Purchase Agreement or Servicing Agreement. The Trustee shall from time , as the case may be, to time deposit into the Interest Collection Subaccount, in addition transfer all Available Funds received by it to the deposits required pursuant to Section 10.6(a)Indenture Trustee, and the Indenture Trustee shall, upon receipt of any such Available Funds, immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted and credit such Available Funds to the Collection Account into Account. Payment of rebate fees in respect of Consolidation Loans and any other amount owed by the Principal Collection Subaccount, including in addition Issuer with respect to Financed Student Loans to the deposits required pursuant to Section 10.6(a)Secretary of Education, (i) any funds designated as Principal Proceeds Guarantee Agency, any Servicer or the Indenture Trustee shall be made by the Collateral Manager Indenture Trustee from funds available in accordance with this the Collection Account. On the first Business Day of each calendar month, the Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Trustee shall be required to, deposit transfer from time to time into the Collection Account, subject to the limitations set forth in addition to any amount required hereunder to be deposited thereinSection 6.13 hereof, such Monies received from external sources for the benefit amounts and in the priority set forth in Article IV of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a)Terms Supplement.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer Trustee shall, prior to the Closing Date, cause establish with the Trustee to establish at corporate trust department of the Custodian two segregated trust accounts, one of which will shall be designated the “Interest Collection Subaccount” and one of which will shall be designated the “Principal Collection Subaccount” (and which which, together with the Interest Collection Subaccount, will comprise the “Collection Account”), each held in the name of the Issuer “ABPCI Direct Lending Fund CLO VI Ltd” subject to the Lien lien of this Indenture U.S. Bank National Association, as Trustee for the benefit of the Secured Parties, and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.6(b), immediately upon receipt thereof or upon transfer from the Closing Expense Account or the Payment Account, all applicable Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Closing Expense Reserve Account, the Ramp-Up Account or the Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.6(b), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Interest Proceeds and Principal Proceeds shall only be required to, deposit from time to time into deposited in the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Trustee for the Lien benefit of this Indenture the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount (or solely with respect to amounts from the Expense Reserve Account and/or the Ramp-Up Account that are designated as Interest Proceeds pursuant to Section 10.3(c) or Section 10.3(d), to the Interest Collection Subaccount), including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies amounts received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies amounts deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer Trustee shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “"Interest Collection Subaccount” " and one of which will be designated the “"Principal Collection Subaccount” " (and which together will comprise the Collection Account), each of which shall be held in the name of U.S. Bank National Association, as Trustee, for the Issuer subject to benefit of the Lien of this Indenture Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.5(a), immediately upon receipt thereof or upon transfer from the Closing Expense Account, the LC Reserve Account or the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII12). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Closing Expense Reserve Account, the Ramp-Up Revolver Funding Account or Revolver Funding the LC Reserve Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.5(a), (i) any funds designated as Principal Proceeds by the Collateral Portfolio Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII 12 or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a10.5(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, On or prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which there shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in established the Collection Account pursuant to this Indenture the Scotiabank Collateral Account Agreement. The Collection Account shall be held subject to the sole dominion and control of the Disbursement Agent. There shall be deposited into the Collection Account (x) all Term A Loans (except for any Term A Loan which is being advanced as the Required Completion Amount (as defined in clause (a) of Section 2.8) in which case such Term A Loan shall be deposited into the Bank Proceeds Account) advanced from time to time by the Trustee as part of Lenders (and/or withdrawn from the Assets Bank Proceeds Account) and shall be applied (y) all funds withdrawn by the Disbursement Agent from the Borrower's Funds Account, the Loss Proceeds Account, the Guaranty Deposit Account, and the Interest Payment Account, in each case pursuant to the purposes herein providedSection 2.4.4. Subject to the provisions of Section 10.2(d)5.1 and the Borrower Collateral Account Agreement, amounts on deposit in the Collection Account shall be reinvested (x) transferred first to the Disbursement Account and then to the Servicing Agent's Disbursement Account to pay for Main Project Costs in accordance with Section 2.4.4 and/or (y) transferred to the Disbursement Account and then to the Cash Management Account to pay for or reimburse the Borrower for the payment of Main Project Costs in accordance with Section 2.3.4. On the Final Completion Date, funds remaining in the Collection Account shall be applied as provided in Section 2.8. The deposit of funds into the Collection Account shall not create, vest in, or give the Borrower any rights to such funds and the Borrower shall have no right to draw, obtain the release of or otherwise use such funds until (x) the requirements of Section 2.4.4 have been satisfied and (y) the conditions set forth in Sections 3.1 and 3.2 have been satisfied or waived in writing in accordance with the terms hereof. In the event that any funds deposited into the Collection Account are, for any reason, (x) not withdrawn therefrom pursuant to Section 10.6(a)2.4.4 on the day on which they are deposited, or (y) are returned thereto from the Disbursement Account, such funds shall, on the next day, be withdrawn from the Collection Account and (1) in the case of funds advanced by the Lenders or withdrawn from the Bank Proceeds Account, the Loss Proceeds Account, the Guaranty Deposit Account or the Interest Payment Account, deposited into the Account from which such funds were withdrawn and (2) in the case of funds advanced by the Disbursement Agent from the Borrower's Funds Account, returned to the Borrower's Funds Account. No amounts deposited into the Collection Account may be invested.

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Trustee shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two a single, segregated trust accounts, one of account in the United States which will shall be designated as the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account)”, each which shall be held in the name of the Issuer subject to Trustee for the Lien benefit and on behalf of this Indenture the Secured Parties and each over which the Trustee shall have exclusive Control and the sole right of withdrawal, into which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccountdeposit, in addition to the deposits required pursuant to Section 10.6(a4.04(d), immediately upon receipt thereof or upon transfer (i) all distributions on the Collateral Debt Securities and (ii) all proceeds received from the Payment Account, all Interest Proceeds disposition of any Collateral Debt Securities (unless simultaneously reinvested in additional Collateral Obligations Debt Securities or Substitute Collateral Debt Securities, subject to the Replacement Criteria (other than with respect to proceeds received from the disposition of any Temporary Ramp-Up Securities), or in accordance Eligible Investments) and (iii) all Collections. Funds in the Collection Account shall not be commingled with Article XII)any other Money. The Trustee shall deposit immediately upon receipt thereof or upon transfer from give to the Expense Reserve Account, Issuer and the Ramp-Up Account or Revolver Funding Account all other amounts remitted to Collateral Advisor prompt notice if the Collection Account into the Principal Collection Subaccountor any funds on deposit therein, including in addition or otherwise to the deposits required pursuant credit thereof, shall become subject to Section 10.6(a)any writ, (i) order, judgment, warranty of attachment, execution or similar process. The Issuer shall not have any funds designated as Principal Proceeds by legal, equitable or beneficial interest in the Collateral Manager Collection Account other than in accordance with this Indenture and the Priority of Payments. In addition, (iix) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The the Issuer may, but under no circumstances shall be required to, deposit or cause to be deposited from time to time into such Moneys in the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) Account as the Issuer it deems, in its sole discretion, to be advisable and by notice to the Trustee and (y) the Collateral Advisor may designate them such Money to be treated as Collateral Principal Collections or Collateral Interest Proceeds or Principal ProceedsCollections hereunder at its discretion. All Monies Money deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee as part of the Assets Collateral and shall be applied in accordance with the terms hereof and to the purposes herein provided. Subject to Section 10.2(d), amounts in the The Collection Account shall be reinvested pursuant to Section 10.6(a)remain at all times with a financial institution having a long-term debt rating of at least “BBB+” by S&P, at least “Baal” by Xxxxx’x and, at least “BBB+” by Fitch and a short-term debt rating of at least “A-1” by S&P, at least “P-1” by Xxxxx’x and, at least “F-1” by Fitch.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two three segregated trust accountssubaccounts, one of which will be designated the “Interest Collection Subaccount,” one of which will be designated the “Principal Collection Subaccount” and one of which will be designated the “Principal Reinvestment Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Trustee, for the Lien benefit of this Indenture the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Additional Collateral Obligations in accordance with Article XIIXII or in Eligible Investments). The Trustee All amounts received in connection with sales of Collateral Obligations and all proceeds received in connection with final payments with respect to Collateral Obligations shall deposit immediately upon receipt thereof or upon transfer from be credited to the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all Reinvestment Collection Subaccount. All other amounts remitted to received by the Collection Account into Trustee will be deposited in the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. Until such time, if any, as the Trustee shall exercise its rights to direct Obligors to make payments directly to the Collection Account, the Collateral Manager shall direct all obligors and loan agents to make all payments or other distributions on the Collateral Obligations to, and any proceeds received from the disposition of any Collateral Obligations will be remitted to, a central collection account (the “Concentration Account”) maintained by a bank selected by NewStar for that purpose, and the Collateral Manager will be required to transfer all Proceeds relating to the Collateral Obligations from the Concentration Account to the Principal Collection Subaccount or the Interest Collection Subaccount, as applicable, within two Business Days after receipt thereof in the Concentration Account. In the event that NewStar decides to change the bank that maintains the Concentration Account, the Collateral Manager shall direct obligors and loan agents to make all payments or other distributions on the Collateral Obligations directly to the Collection Account. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Exposure Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee Collateral Agent to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer Issuer, subject to the Lien lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account or (to the extent directed by the Collateral Manager) the Expense Reserve Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee Collateral Agent shall deposit immediately upon receipt thereof or upon transfer into the Revolver Funding Account or (to the extent directed by the Collateral Manager) from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture Indenture, (ii) the net proceeds from the issuance of any additional Notes and/or additional Preferred Shares, and (iiiii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee Collateral Agent as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two three segregated trust accountssubaccounts, one of which will be designated the “Interest Collection Subaccount,” one of which will be designated the “Principal Collection Subaccount” and one of which will be designated the “Principal Reinvestment Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Trustee, for the Lien benefit of this Indenture the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a10.5(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Additional Collateral Obligations in accordance with Article XIIXII or in Eligible Investments). The Trustee All amounts received in connection with sales of Collateral Obligations and all proceeds received in connection with final payments with respect to Collateral Obligations shall deposit immediately upon receipt thereof or upon transfer from be credited to the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all Reinvestment Collection Subaccount. All other amounts remitted to received by the Collection Account into Trustee will be deposited in the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a10.5(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a10.5(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of The Bank of New York Mellon Trust Company, National Association, as Trustee, for the Issuer subject to benefit of the Lien of this Indenture Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds. In addition, on the Closing Date, the Trustee shall deposit U.S.$1.5 million from the proceeds of the issuance of the Notes into the Interest Collection Subaccount as Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XIISection 3.1(xi)(C). Furthermore, if the first Payment Date is the Interest Reserve Payment Date, the Trustee shall deposit up to U.S.$1.5 million of Interest Proceeds into the Interest Collection Subaccount on the Interest Reserve Payment Date in accordance with Section 11.1(a)(i)(B)(2). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. Furthermore, notwithstanding anything to the contrary set forth herein, the Trustee shall promptly (but in any event within one Business Day of receipt thereof) transfer from the Interest Collection Subaccount to the Principal Collection Subaccount, as Principal Proceeds, the initial U.S.$1.5 million of Interest Proceeds received by the Issuer since the Closing Date (other than amounts constituting Interest Proceeds pursuant to clause (vii) of the definition of “Interest Proceeds”). All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and The Property Manager shall deposit or cause to be deposited in the Account Control AgreementCollection Account, within two Business Days after receipt (in the case of payments by Tenants or other collections on the Leases), the Issuer shall, prior following payments and collections received or made by or on behalf of the Property Manager subsequent to the Closing Date: (i) all payments on account of Monthly Lease Payments; (ii) all payments of other amounts payable by the Tenants under the Leases (other than amounts in respect of Tenant security deposits and reserve or escrow payments); (iii) any amounts advanced by the Limited Partners in respect of Monthly Lease Payments with respect to Delinquent Leases and Defaulted Leases; (iv) all Insurance Proceeds, cause Condemnation Proceeds and Liquidation Proceeds received in respect of any Property; (v) all Lease Advances, (vi) all Release Prices, (vii) all Purchase Prices, (viii) all Tenant Purchase Proceeds, (ix) all amounts paid under the Trustee Interest Rate Cap; (x) any amounts required to establish at be deposited by the Custodian two segregated trust accounts, one Property Manager pursuant to the Indenture; and (xi) any other amounts required to be so deposited under this Agreement. The Property Manager will instruct each Lockbox Account Bank to transfer any of which will be designated the “Interest Collection Subaccount” foregoing collections and one of which will be designated payments received in the “Principal Collection Subaccount” (and which together will comprise Lockbox Account to the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture Account immediately after such funds have cleared and each of which shall be maintained with the Custodian become available in accordance with the Account Control Agreementpolicies of such bank. The Trustee Property Manager shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer not make any withdrawals from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Lockbox Account or Revolver Funding Account all other amounts remitted except for transfers to the Collection Account into as provided in the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments)preceding sentence. The Issuer may, but under no circumstances Property Manager shall be required to, deposit not make any withdrawals from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the The Collection Account shall be reinvested pursuant to Section 10.6(a)maintained as a segregated account, separate and apart from trust funds created for trust certificates or bonds of other series serviced and the other accounts of the Property Manager.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, on or prior to the Closing Date, cause the Trustee Collateral Agent to establish at the Custodian two segregated trust accountssubaccounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Collateral Agent, for the Lien benefit of this Indenture the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XIIXII or in Eligible Investments). The Trustee Collateral Agent shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee Collateral Agent as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accountssubaccounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Trustee, for the Lien benefit of this Indenture the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).. 159

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accountssubaccounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien lien of this Indenture the Trustee, for the benefit of the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee Collateral Agent to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer Issuer, subject to the Lien lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately promptly upon receipt thereof or upon transfer from the Payment Account or (to the extent directed by the Collateral Manager) the Expense Reserve Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII), except as otherwise provided in this Indenture, including with respect to Restructured Asset Proceeds. The Trustee Collateral Agent shall deposit immediately promptly upon receipt thereof or upon transfer into the Revolver Funding Account or (to the extent directed by the Collateral Manager) from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture Indenture, (ii) the net proceeds from the issuance of any additional Notes and (iiiii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee Collateral Agent as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer The Collateral Agent shall, on or prior to the Closing Date, cause establish a single, segregated non-interest bearing account with the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held Securities Intermediary in the name of the Issuer “ABPCIC Funding IV, LLC Collection Account, subject to the Lien lien of this Indenture and each the Collateral Agent for the benefit of the Secured Parties”, which shall be maintained with designated as the Custodian in accordance with “Collection Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances Such account shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources held for the benefit of the Secured Parties or and the Issuer Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (other than payments on i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in respect of the Collateral Obligations, Eligible Investments or other existing Assetsto prepay the Loans in accordance with Section 2.7) as the Issuer deems, in its sole discretion, to be advisable and to designate them as (iii) all Interest Proceeds or (including all Fee Proceeds) and all Principal Proceeds. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to for the purposes herein provided. Subject The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Collection Account is maintained ceases to Section 10.2(d)be an Eligible Account Bank, amounts in or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, the Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be reinvested pursuant in accordance with the provisions of Sections 6.4, 8.2 and 9.1. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to Section 10.6(a)establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and the Account Control Agreement.

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Collateral Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Collateral Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Collateral Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).herein

Collection Account. (a) In accordance with this Indenture and Prior to the Account Control AgreementIssuance Date, the Note Issuer shallshall open, prior to the Closing Date, cause the Trustee to establish at the Custodian two Note Trustee's Corporate Trust Office, or at another Eligible Institution, one or more segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held accounts in the Note Trustee's name for the deposit of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Note Trustee for deposit therein on the Issuance Date, RTC Charge Payments and other amounts remitted under the Servicing Agreement (collectively, the "Collection Account"). The Note Trustee shall hold the Collection Account for the benefit of Noteholders, the Note Trustee and the other Persons indemnified hereunder or under the Fee and Indemnity Agreement. The Collection Account will consist of four subaccounts (which need not be separate bank accounts): a general subaccount (the "General Subaccount"), a reserve subaccount (the "Reserve Subaccount"), an overcollateralization subaccount (the "Overcollateralization Subaccount") and a capital subaccount (the "Capital Subaccount"). All amounts in the Collection Account not allocated to any other subaccount shall be allocated to the General Subaccount. Prior to the initial Payment Date, all amounts in the Collection Account (other than funds deposited into the Principal Collection Capital Subaccount, including in addition together with interest earnings thereon) shall be allocated to the General Subaccount. All references to the Collection Account shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits required pursuant to each of the foregoing subaccounts of the Collection Account shall be made as set forth in Section 10.6(a), (i) any funds designated as Principal Proceeds by 8.02. The Collection Account shall at all times be maintained in an Eligible Deposit Account and only the Collateral Manager Note Trustee shall have access to the Collection Account for the purpose of making deposits in and withdrawals from the Collection Account in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested Note Indenture. Funds in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection AccountAccount shall not be commingled with any other moneys. Except as provided in Section 8.03, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies all moneys deposited from time to time in the Collection Account Account, all deposits therein pursuant to this Indenture Note Indenture, and all investments made in Eligible Investments with such moneys, including all income or other gain from such investments, shall be held by the Note Trustee in the Collection Account as part of the Assets and shall be applied to the purposes Collateral as herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the ““Interest Collection Subaccount”” and one of which will be designated the ““Principal Collection Subaccount”” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Collateral Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Collateral Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount (or solely with respect to amounts from the Expense Reserve Account and/or the Ramp-Up Account that are designated as Interest Proceeds pursuant to Section 10.3(c) or Section 10.3(d), to the Interest Collection Subaccount), including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Collateral Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accountssubaccounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to Trustee, for the Lien benefit of this Indenture the Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).. 165

Collection Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of U.S. Bank National Association, as Trustee, for the Issuer subject to benefit of the Lien of this Indenture Secured Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

Collection Account. (a) In accordance with this Indenture and the Account Control Agreement, the Issuer shall, On or prior to the Closing Datedate hereof, cause the Indenture Trustee to shall establish at the Custodian two a segregated trust accounts, one of which will be designated account (the “Interest "Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” Account") at its Corporate Trust Office (and which together will comprise or such other financial institution as necessary to ensure that the Collection Account is at all times an Eligible Account)) in its name, each as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuer. The Indenture Trustee shall deposit or cause to be deposited in the name of the Issuer subject Collection Account (i) all amounts remitted to the Lien of this Indenture and each of which shall be maintained with Trustee from the Custodian Property Manager in accordance with the Account Control Agreement. The Trustee shall from time Property Management Agreement and all amounts required to time deposit be transferred into the Interest Collection Subaccount, in addition to the deposits required Account pursuant to Section 10.6(a3.01(b), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested ii) any amounts required to be deposited in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.6(a)8.01, (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (iiiii) all other Principal Proceeds (unless simultaneously reinvested income and gains from the investment of funds in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, the Reserve Account and, to the extent provided in addition the Property Management Agreement, any Escrow Account, (iv) any Redemption Price paid pursuant to Section 8.02, and (v) any amount required hereunder to be deposited thereinamounts paid under the Interest Rate Cap. Except as provided in this Indenture, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deemsIndenture Trustee, in its accordance with the terms of this Indenture, shall have exclusive control and sole discretion, right of withdrawal with respect to the Collection Account. Funds in the Collection Account shall not be advisable and to designate them as Interest Proceeds or Principal Proceedscommingled with any other monies. All Monies monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by and under the Trustee as part control of the Assets Indenture Trustee in the Collection Account for the benefit of the Noteholders and the Issuer as herein provided and, so long as no Default is continuing, shall be applied invested by the Indenture Trustee in Permitted Investments in accordance with the prior written instructions of the Issuer. Any investment of amounts on deposit in the Collection Account in Permitted Investments shall mature no later than one Business Day prior to the purposes herein providedPayment Date. Subject Any gain on such Permitted Investments shall be added to Section 10.2(d)the Collection Account and any loss shall be charged to the Collection Account. During the continuation of any Event of Default or in the absence of prior written instruction regarding investment of amount on deposit in the Collection Account, such amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a)remain uninvested.

Collection Account. (a) In accordance with this Indenture and On or prior to the Account Control AgreementSeries Issuance Date for the first Series issued hereunder, the Issuer shallshall open, prior to the Closing Date, cause the Trustee to establish at the Custodian two Bond Trustee's Corporate Trust Office, or at another Eligible Institution, one or more segregated trust accounts in the Bond Trustee's name (collectively, the "Collection Account"). The Collection Account will initially be divided into subaccounts, which need not be separate bank accounts: a general subaccount (the "General Subaccount"), one an Overcollateralization subaccount (the "Overcollateralization Subaccount"), a capital subaccount (the "Capital Subaccount") and a reserve subaccount (the "Reserve Subaccount"). Prior to depositing funds or U.S. Government Obligations in the Collection Account pursuant to Sections 4.01 or 4.02, the Issuer shall establish defeasance subaccounts (each a "Defeasance Subaccount") for each Series for which funds shall be deposited, as subaccounts of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held . Prior to any Loss Amounts being deposited in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII). The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Issuer shall establish a loss subaccount (the "Loss Subaccount") as a subaccount of the Collection Account. All amounts in the Collection Account or Revolver Funding Account all not allocated to any other amounts remitted subaccount shall be allocated to the General Subaccount. All references to the Collection Account into shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to each of the Principal foregoing subaccounts of the Collection SubaccountAccount shall be made as set forth in Sections 4.01, including in addition to the deposits required pursuant to Section 10.6(a4.02, 4.03 and 8.02(c), (id), (e) any funds designated as Principal Proceeds by and (f). The Collection Account shall at all times be maintained in an Eligible Deposit Account and only the Collateral Manager Bond Trustee shall have access to the Collection Account for the purpose of making deposits in and withdrawals from the Collection Account in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested Indenture. Funds in additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to Account shall not be commingled with any amount required hereunder to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceedsmoneys. All Monies moneys deposited from time to time in the Collection Account Account, all deposits therein pursuant to this Indenture shall be held by the Trustee as part of the Assets Indenture, and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).all

Collection Account. (a) In accordance with this Indenture Agreement and the Account Control Agreement, the Issuer Borrower shall, on or prior to the Closing Date, cause the Trustee to establish at the Custodian Intermediary or a sub-agent of the Intermediary a single, segregated account in the name “MC Income Plus Financing SPV LLC Collection Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Collection Account”, which shall be maintained with the Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. In addition, the IntermediaryBorrower shall establish at the Intermediary two segregated trust accountssubaccounts within the Collection Account, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each held in the name of the Issuer subject to the Lien of this Indenture and each of which shall be maintained with the Custodian in accordance with the Account Control Agreement”. The Trustee Collateral Agent shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a8.05(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in additional received by the Collateral Obligations in accordance with Article XII)Agent. The Trustee Collateral Agent shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account, the Ramp-Up Account or Revolver Funding Account all other amounts remitted to the Collection Account into the Principal Collection SubaccountSubaccount including, including in addition to the deposits required pursuant to Section 10.6(a8.05(a), (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations Loans in accordance with Article XII X or in Eligible Investments). The Issuer may, but under no circumstances shall be Investments or required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be deposited thereinin the Revolving Reserve Account pursuant to Section 8.04) received by the Collateral Agent. In addition, such Monies for each Approved Foreign Currency, the Borrower shall establish at the Intermediary segregated sub-accounts that each constitute a Principal Collection Subaccount and Interest Collection Subaccount for each Approved Foreign Currency. Any amounts received from external sources for by the benefit of Collateral Agent that are denominated in an Approved Foreign Currency that are required to be deposited into the Secured Parties Principal Collection Subaccount or the Issuer (other than payments on or in respect of Interest Collection Subaccount shall be deposited by the Collateral ObligationsAgent into the Principal Collection Subaccount or Interest Collection Subaccount for such Approved Foreign Currency, Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceedsapplicable. All Monies deposited from time to time in the Collection Account pursuant to this Indenture Agreement shall be held by the Trustee Collateral Agent as part of the Assets Collateral and shall be applied to the purposes herein provided. Subject to Section 10.2(d8.02(c), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a8.05(a). It is hereby understood and agreed that, notwithstanding the establishment of Principal Collection Subaccounts and Interest Collection Subaccounts for each Approved Foreign Currency, no Principal Collection Subaccount or Interest Collection Subaccount for an Approved Foreign Currency shall be available for the receipt of Money or other Collateral denominated in the applicable Approved Foreign Currency until such time as the Collateral Agent notifies the Borrower and the Administrative Agent that such Principal Collection Subaccount and Interest Collection Subaccount for such Approved Foreign Currency are operational and available to receive such Money and other Collateral denominated in such Approved Foreign Currency (and the Intermediary and the Collateral Agent shall have no liability for any failure or delay in the receipt of such Money or other Collateral denominated in an Approved Foreign Currency prior to the date that the Collateral Agent notifies the Borrower and the Administrative Agent that the Principal Collection Subaccount and Interest Collection Subaccount with respect to such Approved Foreign Currency is operational and available for deposits).