Common use of Collection Accounts Clause in Contracts

Collection Accounts. (a) The Trustee shall, prior to the Closing Date, establish a segregated trust account which shall be designated as the "Collection Account" and will consist of two subaccounts, the "Interest Collection Account" and the "Principal Collection Account" (collectively, the "Collection Accounts"), which shall be held in trust in the name of the Trustee for the benefit of the Noteholders and each Hedge Counterparty, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "

Collection Accounts. 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”) The Trustee shallmaintained with JPMorgan or an Affiliate thereof or other financial institutions. Collection Accounts shall be subject to account control agreements, prior in form and substance acceptable to the Closing DateAgent, establish which grant the Agent control over and a segregated trust account which first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on 83 deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be designated as transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections referred to in the "first sentence of this Section 6.25 are received by the Borrower, 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 Borrower shall (or shall cause such Subsidiary or other Person to) promptly remit all of such collections, in their original form, for deposit into a Collection Account" . Following the occurrence and will consist during the continuance of two subaccountsa Default, all amounts received by the "Interest Collection Account" and Agent, all amounts on deposit in the "Principal Collection Account" (collectively, the "Collection Accounts"), which and all amounts constituting collections required to be deposited into Collection Accounts shall be held in trust in the name sole property of the Trustee Agent for the benefit of the Noteholders Holders of Secured Obligations and each Hedge Counterparty, into which shall be deemed received by the Agent for application to the Secured Obligations pursuant to the terms of this Agreement. With respect to any Collection Accounts, as applicableAccount described in this Section 6.25 not already subject to a control agreement on the Closing Date, the Trustee Borrower and its Subsidiaries shall have ninety (90) days from time the later of the Closing Date and the date on which such Collection Account is opened or converted to time deposit cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all times that (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) no Default exists and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain 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 Chase Bank, National Association, and such released amounts shall be automatically released from the Lien created by the Security Agreement and cease to be 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 therewith, the Agent, at the request and sole expense of the Borrower, shall execute and deliver to the Borrower all times with releases or other documents reasonably necessary or desirable for the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "release of the Lien on such released amounts.

Collection Accounts. (a) The Trustee shall, on or prior to the Closing Date, establish a at the Custodian two segregated non-interest bearing trust account which shall be designated as the "Collection Account" and will consist of two subaccountsaccounts, the "Interest Collection Account" and the "Principal Collection Account" (collectively, the "Collection Accounts"), which shall be each held in trust in the name of the Trustee as Entitlement Holder in trust for the benefit of the Noteholders Secured Parties, one of which shall be designated the "Interest Collection Subaccount" and the other of which shall be designated the "Principal Collection Subaccount," each Hedge Counterparty, into of which Collection Accounts, as applicable, shall be maintained by the Issuer 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 10.5(a), immediately upon receipt thereof (i) any funds in the Interest Reserve Account deemed by the Collateral Manager in its sole discretion (with notice to the Trustee and the Collateral Administrator) to be Interest Proceeds pursuant to Section 10.3(e) and (ii) all amounts, if any, Interest Proceeds (unless designated as Principal Proceeds in accordance with the definition of "Interest Proceeds") received by the Issuer pursuant Trustee. The Trustee shall deposit immediately upon receipt thereof all other amounts remitted to the Hedge Agreements (other than amounts received by Collection Account into the Issuer by reason of an event of default or termination event (each as defined Principal Collection Subaccount, including in addition to the related Hedge Agreement) or other comparable event that are required, deposits required pursuant to Section 16.1(g10.5(a), (i) any funds in the Interest Reserve Account deemed by the Collateral Manager in its sole discretion (with notice to the Trustee and the Collateral Administrator) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account Principal Proceeds pursuant to Section 16.1(e10.3(e), (ii) all Sale Principal Proceeds (unless simultaneously reinvested in Substitute additional Collateral Debt SecuritiesObligations in accordance with Article XII or in Eligible Investments) received by the Trustee, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceedsother funds received by the Trustee. In additionaddition to the items described above, the Issuer (or the Collateral Manager on its behalf) may, but under no circumstances shall be required to, deposit from time to time such additional Monies in into the Collection Accounts Account that it receives from external sources for the benefit of the Secured Parties (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as it deems, in its sole discretion, to be advisableadvisable (and may designate any amounts credited pursuant to this sentence as Principal Proceeds or Interest Proceeds in its discretion); provided that the contributor of each any additional Monies will not receive any securities, additional security interest or any other consideration from the Issuer in return for such contribution. All Monies deposited from time to time in the Collection Accounts 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. The Subject to Section 10.2(d), amounts in the Collection Accounts Account shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal be reinvested pursuant to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "Section 10.5(a).

Collection Accounts. (a) The Trustee In accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish a at the Custodian three (3) Dollar-denominated segregated trust account accounts in the name of the Borrower, one of which shall will be designated as the "“USD Pass-Through Collection Account" and ”, one of which will consist of two subaccounts, be designated the "“USD Interest Collection Account" ” and one of which designated the "“USD Principal Collection Account" ” (collectively, the "“USD Collection Accounts"Account”), which shall be held maintained by the Borrower with the Custodian in trust accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Trustee for Borrower, one of which will be designated the benefit “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Noteholders Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each Hedge Counterparty, into which of the non-Dollar accounts comprising the Collection AccountsAccount. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Trustee Collateral Agent shall from time to time deposit (i) into the applicable Interest Collection Account promptly upon receipt thereof all amounts, if any, Interest Proceeds received by the Issuer pursuant to the Hedge Agreements (other than amounts received Collateral Agent and identified as such by the Issuer by reason of an event of default or termination event (each as defined in Collateral Manager. For all non-Dollar currencies, the related Hedge Agreement) or other comparable event that are required, pursuant Collateral Agent shall from time to Section 16.1(g) to be used for time deposit into the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral applicable Principal Collection Account pursuant to Section 16.1(e), (ii) promptly upon receipt thereof all Sale Principal Proceeds (unless simultaneously reinvested in Substitute additional Collateral Debt Securities, subject Assets in accordance with Article X or required to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies deposited in the Collection Accounts applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as it deems, in its sole discretion, to be advisablesuch by the Collateral Manager. All Monies funds deposited from time to time in the Collection Accounts 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. The Collection Accounts shall remain at all times with Borrower and the Corporate Trust Office Collateral Manager agree not to acquire or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.

Collection Accounts. Each deposit account (aother than Excluded Deposit Accounts, unless otherwise requested by the First Lien Debt Agent) The Trustee shallwhich receives any proceeds of Collateral shall be maintained by Credit Parties pursuant to lockbox and blocked account arrangements acceptable to Administrative Agent (each such account, a “Collection Account” and collectively, the “Collection Accounts”) with BofA or such other banks as may be selected by Credit Parties and be acceptable to Administrative Agent (each bank maintaining a Collection Account, a “Collection Bank” and collectively, the “Collection Banks”). Subject to the terms of the Intercreditor Agreement, all such blocked account arrangements shall provide for the Administrative Agent’s and the First Lien Debt’s Agent’s “control” (within the meaning of the Uniform Commercial Code) of the relevant Collection Accounts, and if an Event of Default occurs and is continuing, dominion by Administrative Agent and the First Lien Debt Agent over all cash or other assets deposited into such accounts. Subject to the terms of the Intercreditor Agreement, upon the occurrence of an Event of Default, Administrative Agent shall be entitled to deliver notice to each Collection Bank instructing such Collection Bank to comply only with the instructions of Administrative Agent relating to each Collection Account maintained by such Collection Bank (each such notice, a “Dominion Notice”). On or prior to the date hereof, Borrower shall deliver to Administrative Agent a control agreement for each Collection Account maintained as of the Closing DateDate to provide for control and springing dominion by Administrative Agent over all assets deposited therein as described above, establish a segregated trust account which each such control agreement to be in form and substance acceptable to Administrative Agent. Subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, all funds deposited in any Collection Account shall be designated as immediately become the "property of Administrative Agent, for the ratable benefit of Lenders, and Borrower shall obtain the agreement by each Collection Account" Bank in favor of Administrative Agent to waive any recoupment, setoff rights, and will consist of two subaccountsany security interest in, or against, the "Interest Collection Account" funds so deposited. Administrative Agent assumes no responsibility for lockbox and the "Principal Collection Account" (collectivelyblocked account arrangements, the "Collection Accounts")including, which shall be held in trust in the name without limitation, any claim of the Trustee for the benefit of the Noteholders accord and each Hedge Counterparty, into which Collection Accounts, as applicable, the Trustee shall from time satisfaction or release with respect to time deposit (i) all amounts, if any, received deposits accepted by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "any bank thereunder.

Collection Accounts. (a) The Trustee shallIn accordance with this Indenture and the applicable Securities Account Control Agreements, the Trustee, prior to the Closing Date, will establish a at the Custodian six segregated trust account accounts, one of which shall be designated as the "Collection Account" and will consist of two subaccounts, the "“Reinvesting Interest Collection Account" Subaccount” and the "Principal Collection Account" (collectively, the "Collection Accounts"), one of which shall be designated the “Reinvesting Principal Collection Subaccount” (which, together with the Reinvesting Interest Collection Subaccount, will comprise the “Reinvesting Collection Account”), each held in trust in the name of “ABPCI Direct Lending Fund CLO XIII Ltd”, one of which shall be designated the “First Static Interest Collection Subaccount” and one of which shall be designated the “First Static Principal Collection Subaccount” (which, together with the First Static Interest Collection Subaccount, will comprise the “First Static Collection Account”), each held in the name of “ABPCI Direct Lending Fund CLO XIII First Static Subsidiary Ltd” and one of which shall be designated the “Second Static Interest Collection Subaccount” (together with the Reinvesting Interest Collection Subaccount and the First Static Interest Collection Subaccount, the “Interest Collection Subaccounts”) and one of which shall be designated the “Second Static Principal Collection Subaccount” (together with the Reinvesting Principal Collection Subaccount and the First Static Principal Collection Subaccount, the “Principal Collection Subaccounts”) (which, together with the Second Static Interest Collection Subaccount, will comprise the “Second Static Collection Account”) each held in the name of “ABPCI Direct Lending Fund CLO XIII Second Static Subsidiary Ltd”, each of which shall be subject to the lien of U.S. Bank Trust Company, National Association, as Trustee for the benefit of the Noteholders Secured Parties, and each Hedge Counterparty, into of which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times maintained with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "Custodian in accordance with the applicable Securities Account Control

Collection Accounts. (a) The Trustee shallOn or before the Effective Date, prior each Originator Collection Account will be subject to a fully executed Effective Date Originator Collection Account Agreement. Within thirty (30) days after the Effective Date (or such later date as the Administrative Agent may agree to in its discretion), each Originator Collection Account will be subject to a fully executed Originator Collection Account Agreement which, for the avoidance of doubt, may be an amendment to, or amendment and restatement of, the Effective Date Originator Collection Account Agreement in form and substance satisfactory to the Closing DateCollateral Agent. Within thirty (30) days after the Effective Date (or such later date as the Administrative Agent may agree to in its discretion), establish each Borrower Collection Account will be subject to a segregated trust account which fully executed Borrower Collection Account Agreement. The Borrower agrees that the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the applicable UCC) of each Collection Account. On each Business Day, all funds credited to an Originator Collection Account shall be designated as the "transferred to a Borrower Collection Account" and will consist . The Agents hereby agree that until the occurrence of two subaccountsa Liquidity Event or an Event of Default or a Funding Excess, the "Interest related Collection Bank shall be entitled to follow the instructions of the Borrower, or the Servicer on behalf of the Borrower, with respect to the withdrawal, transfer or payment of funds on deposit in any Borrower Collection Account" . Upon the occurrence and during the "Principal Collection Account" (collectivelycontinuance of a Liquidity Event or an Event of Default or if there is a Funding Excess, the "Collection Accounts"), Collateral Agent shall have the right to (which shall right may be held in trust exercised or waived in the name discretion of the Trustee for Collateral Agent or as directed by the benefit Required Lenders) deliver notices to the Collection Banks under the Collection Account Agreements assuming exclusive dominion and control of the Noteholders each Collection Account and each Hedge Counterpartyall monies, into which Collection Accounts, as applicable, the Trustee shall instruments and other property from time to time on deposit (i) therein. At all amountstimes that exclusive dominion and control is in effect, if any, received by the Issuer pursuant Collateral Agent shall apply all funds credited to the Hedge Agreements Borrower Collection Accounts on the previous Business Day (other than amounts received by to the Issuer by reason of an event of default or termination event (each as defined extent immediately available) to repay the Obligations in the related Hedge Agreement) or other comparable event that are required, pursuant to order of priority set forth in Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "5.07.

Collection Accounts. The Borrower shall direct all Offtakers to, and shall deposit all other revenues from the Borrower’s and its Restricted Subsidiaries’ interests in the Hydrocarbon Properties, as received, into the Collection Accounts in US Dollars or such other currency as the Majority Banks may approve in their reasonable discretion. Amounts deposited in each Collection Account may be freely withdrawn by the applicable Obligor in whose name such Collection Account is maintained except (a) The Trustee shallwhile a Borrowing Base Deficiency has occurred and is continuing, prior (b) at any time after the Administrative Agent exercises its rights pursuant to Section 1.03(d) hereof or any other Loan Document to require JPMorgan Chase Bank, N.A. or BNP Paribas (as appropriate) (or such other financial institution with which any Collection Account is maintained) to cease honoring instructions from the Borrower and retain all funds deposited in each Collection Account, and (c) at any time after an Event of Default referred to in clause (f) or (g) of Section 10 has occurred and is continuing unwaived, or at any time after any other Event of Default referred to in Section 10 has occurred and either all or any portion of the Loans shall have been declared to be due and payable pursuant to ‎Section 10 and/or the Administrative Agent shall have given notice to the Closing DateBorrower that the Commitments have been terminated. No deposit account may be opened or maintained in substitution for, establish or as an alternate to, a segregated trust Collection Account without the Administrative Agent’s prior written consent and without the Administrative Agent having received a duly executed account which shall be designated as pledge agreement (in form and substance satisfactory to the "Collection Account" and will consist of two subaccounts, the "Interest Collection Account" and the "Principal Collection Account" (collectively, the "Collection Accounts"), which shall be held Administrative Agent) granting in trust in the name favor of the Trustee Administrative Agent for the ratable benefit of the Noteholders Secured Parties a first-priority security interest in such substitute or alternate deposit account and each Hedge Counterparty, into which Collection Accounts, as applicable, all amounts standing to the Trustee shall credit thereof from time to time deposit (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "time.

Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with Bank One, NA or an Affiliate thereof. 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 (a) The Trustee shallsuch accounts, prior to the Closing Date, establish a segregated trust account which shall be designated as the "Collection Account" and will consist of two subaccounts, the "Interest Collection Account" and the "Principal Collection Account" (collectively, the "Collection Accounts")) 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. Amounts and other items on deposit in Collection Accounts that are not maintained with Bank One, NA or an Affiliate thereof shall be held transferred at least once a week to one or more Collection Accounts maintained with Bank One, NA or an Affiliate thereof. If any collections are received by the Borrower, 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 Borrower shall (or shall cause such Subsidiary or other Person) to immediately remit all of such collections, in their original form, to the Agent, Bank One or an Affiliate thereof for deposit into a Collection Account. Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the name Collection Accounts, and all amounts constituting collections required to be deposited into Collection Accounts shall be the sole property of the Trustee Agent for the benefit of the Noteholders Holders of Secured Obligations and each Hedge Counterparty, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, be deemed received by the Issuer Agent for application to the Secured Obligations pursuant to the Hedge Agreements (other than amounts received by terms of this Agreement. With respect to any Collection Account described in this Section 6.25, the Issuer by reason Borrower and its Subsidiaries shall have 90 days from the later of an event of default the Closing Date and the date on which such Collection Account is opened or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant converted to Section 16.1(g) cause such account to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, become subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part one of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "aforementioned account control agreements.

Collection Accounts. (a) As of the Closing Date, Borrower has (i) pursuant to the Lockbox Agreement (General Collection Account), established and will thereafter maintain with Lockbox Bank, in the name of Borrower for the benefit of Administrative Agent on behalf of Lenders, as secured party, a certain collection account for the collection of certain proceeds from the Property as and to the extent more particularly set forth herein (the “General Collection Account”), and (ii) pursuant to the Lockbox Agreement (Retail Collection Account), established and will thereafter maintain with Lockbox Bank, in the name of Borrower for the benefit of Administrative Agent on behalf of Lenders, as secured party, a certain collection account for the collection of proceeds from the Retail Units only (the “Retail Collection Account”). On or prior to December 9, 2021, Hotel Lessee shall, and Borrower shall cause Hotel Lessee to, pursuant to the Lockbox Agreement (Hotel Collection Account), establish and will thereafter maintain with Lockbox Bank, in the name of Hotel Lessee for the benefit of Administrative Agent on behalf of Lenders, as secured party, a certain collection account for the collection of proceeds from the Hotel Unit only (the “Hotel Collection Account”, and together with the General Collection Account and the Retail Collection Account, each a “Collection Account” and, collectively, the “Collection Accounts”). Each of the Collection Accounts shall be established and maintained as a non-interest-bearing deposit account. The Trustee shallCollection Accounts and the funds deposited therein shall serve as additional security for the Loan. In recognition of Administrative Agent’s security interest in the funds deposited into the Collection Accounts, Borrower and Hotel Lessee, as applicable, shall identify each of the Collection Accounts with the name of Administrative Agent, as secured party. Each of the General Collection Account and the Retail Collection Account shall be under the sole dominion and control of Administrative Agent (as provided in the applicable Lockbox Agreement and this Agreement) and be named as follows: “1350 S Xxxxx LLC f/b/o Starwood Property Mortgage Sub-12-A, L.L.C., as secured party and Administrative Agent – General Collection Account” and “1350 S Xxxxx LLC f/b/o Starwood Property Mortgage Sub-12-A, L.L.C., as secured party and Administrative Agent – Retail Collection Account”, respectively. The Hotel Collection Account shall be under the sole dominion and control of Administrative Agent (as provided in the applicable Lockbox Agreement and this Agreement) and be named as follows: “NRI Real Token Tenant, LLC f/b/o Starwood Property Mortgage Sub-12-A, L.L.C., as secured party and Administrative Agent – Hotel Collection Account”. Borrower and Hotel Lessee each agrees that, prior to the Closing Datesatisfaction in full of the Debt, establish the terms and conditions of any Lockbox Agreement shall not be amended or modified without the prior written consent of Administrative Agent (which consent Administrative Agent may grant or withhold in its sole discretion). Pursuant to the Lockbox Agreement (General Collection Account), (i) during the continuance of a segregated trust Cash Management Period, all amounts on deposit in the General Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Cash Management Account, and (ii) if no Cash Management Period is in effect, all amounts on deposit in the General Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Borrower Operating Account. Pursuant to the Lockbox Agreement (Retail Collection Account), (i) during the continuance of an Event of Default, all amounts on deposit in the Retail Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Cash Management Account, and (ii) if no Event of Default in continuing, all amounts on deposit in the Retail Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Borrower Operating Account or, if requested pursuant to written notice by Borrower to Administrative Agent and Lockbox Bank, a separate account controlled by Retail Manager. Pursuant to the Lockbox Agreement (Hotel Collection Account), (i) during the continuance of an Event of Default, all amounts on deposit in the Hotel Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Cash Management Account, and (ii) if no Event of Default in continuing, all amounts on deposit in the Hotel Collection Account shall be transferred on a daily basis by the Lockbox Bank to the to an operating account (which shall be in Hotel Lessee’s name, under the sole dominion and control of Hotel Lessee, and in which neither Administrative Agent nor Lenders shall have a security interest) designated as the "Collection Account" and will consist of two subaccounts, the "Interest Collection Account" and the "Principal Collection Account" (collectively, the "Collection Accounts"), which shall be held in trust in the name of the Trustee for the benefit of the Noteholders and each Hedge Counterparty, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit by Hotel Lessee (i) all amounts, if any, received by the Issuer pursuant “Hotel Lessee Operating Account”). Pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge applicable Lockbox Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, Lockbox Bank will agree to transfer the full amount of the available balance on deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in by federal wire transfer once every Business Day throughout the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied Term (including throughout any applicable Extension Period) to the purposes herein provided. The Collection Accounts shall remain at all times with Cash Management Account, the Corporate Trust Office Borrower Operating Account (or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," separate account controlled by Retail Manager) and/or the Hotel Lessee Operating Account, as applicable, or a short-term debt rating at least equal to "A-1," ".

Collection Accounts. (a) The Trustee shall, prior to the Closing Date, establish a segregated trust account which shall be designated as the "“Collection Account" ” (which may be a subaccount of the Custodial Account) and will consist of two subaccounts, the "“Interest Collection Account" ” and the "“Principal Collection Account" ” (collectively, the "“Collection Accounts"”), which shall be held in trust in the name of the Trustee for the benefit of the Noteholders and each Hedge CounterpartyCounterparty and if applicable, for the reimbursement of the Advancing Agent or the trustee, in its capacity as Backup Advancing Agent, for Nonrecoverable Interest Advances as described under Section 10.7 into which the Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria or Ramp-Up Criteria, as applicable), and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "“BBB+" ” or "“A2," ” as applicable, or a short-term debt rating at least equal to "“A-1," "” “P-1” or “F1,” as applicable.

Collection Accounts. (a) The Trustee shall, On or prior to the Closing Transfer Date, the Servicer, for the benefit of the Beneficiaries, shall establish and maintain or cause to be established and maintained (i) lock boxes to which Obligors will remit payments with respect to any Receivable (each such lock box, a "Lock Box") and (ii) in the name of the Trustee, on behalf of the Trust, with an Eligible Institution, segregated trust account which shall be designated as accounts accessible by the Trustee (each such account, a "Collection Account" and "). Obligors will consist of two subaccounts, the "Interest be directed to remit payments with respect to their Receivables to a Lock Box or a Collection Account" . The Lock Boxes and the "Principal Collection Account" (collectively, the "Collection Accounts"), which Accounts shall be held in trust in under the name sole dominion and control of the Trustee for the benefit of the Noteholders Beneficiaries. The Servicer shall cause the Trustee to transfer Collections to the Concentration Account in the manner set forth in Section 4.02(a). Each Collection Account shall be maintained with documentation and instructions in form and substance satisfactory to the Trustee. Such documentation shall provide, among other things, that available amounts shall be promptly transferred to the Concentration Account. The Servicer will not (i) make any change in any Lock Box numbers, the name, address or ABA number of any Collection Account Bank, the account number of any Collection Account, the name, address or ABA number of any Concentration Account Bank, or the account number for any Concentration Account from that set forth in Schedule 3.03(f) hereto or (ii) amend any instruction to any Obligor or any instruction to or agreement with any Collection Account Bank with respect to any Lock Box or Collection Account (other than to (A) redirect payments of Obligors to a different Lock Box or Collection Account or to the Concentration Account, (B) to close unused Lock Boxes and Collection Accounts and (C) open new Lock Boxes and Collection Accounts if the Trustee shall have received executed copies of the Collection Account Letters with each Hedge Counterparty, into which new Collection AccountsAccount Bank or Lock Box Letters with each new Person holding a Lock Box, as applicable) unless the Trustee (if directed to do so by a Majority in Interest of each outstanding Series or, if the related Supplement so provides, the Trustee Enhancement Provider for such Series) shall from time have given its prior consent to time deposit such change or amendment. The Servicer hereby agrees and acknowledges that (i) all amounts, if any, received by the Issuer pursuant it has executed and delivered to the Hedge Agreements Trustee a letter and executed acknowledgement thereto substantially in the form of Exhibit C hereto (each, a "Collection Account Letter" or a "Lock Box Letter", as the case may be), addressed to and executed by each banking institution or other than amounts received by Person with which a Collection Account or a Lock Box, as the Issuer by reason of an event of default or termination event case may be, is maintained (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of such banking institution with which a replacement Hedge AgreementCollection Account is maintained being a "Collection Account Bank") and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securitiesit shall execute and deliver a substantially similar executed Collection Account Letter or Lock Box Letter, subject as the case may be, prior to the Reinvestment Criteria establishment by it of any additional or alternative Collection Account or Lock Box, as the case may be. The Servicer hereby agrees, and (iiithe Trustee hereby acknowledges, that the execution and delivery of each Collection Account Letter and each Lock Box Letter transfers all right, title and interest in all monies, securities and instruments in the applicable Collection Account or Lock Box to the Trustee. The Servicer agrees, and is hereby granted the authority, to amend Schedule 3.03(f) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time hereto to time such Monies reflect any change made in compliance with this Agreement in the Collection Accounts Account Banks or the Persons holding Lock Boxes and to execute such further documents and take such other actions as it deems, in its sole discretion, to may be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held reasonably requested by the Trustee as part of the Assets and shall be applied in order to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "effect such transfer.

Collection Accounts. 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”) The Trustee shallmaintained with JPMorgan or an Affiliate thereof or other financial institutions. Collection Accounts shall be subject to account control agreements, prior in form and substance acceptable to the Closing DateAgent, establish which grant the Agent control over and a segregated trust account which first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be designated as transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections referred to in the "first 77 sentence of this Section 6.25 are received by the Borrower, 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 Borrower shall (or shall cause such Subsidiary or other Person to) promptly remit all of such collections, in their original form, for deposit into a Collection Account" . Following the occurrence and will consist during the continuance of two subaccountsa Default, all amounts received by the "Interest Collection Account" and Agent, all amounts on deposit in the "Principal Collection Account" (collectively, the "Collection Accounts"), which and all amounts constituting collections required to be deposited into Collection Accounts shall be held in trust in the name sole property of the Trustee Agent for the benefit of the Noteholders Holders of Secured Obligations and each Hedge Counterparty, into which shall be deemed received by the Agent for application to the Secured Obligations pursuant to the terms of this Agreement. With respect to any Collection Accounts, as applicableAccount described in this Section 6.25 not already subject to a control agreement on the Closing Date, the Trustee Borrower and its Subsidiaries shall have ninety (90) days from time the later of the Closing Date and the date on which such Collection Account is opened or converted to time deposit cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all times that (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) no Default exists and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain 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 Chase Bank, National Association, and such released amounts shall be automatically released from the Lien created by the Security Agreement and cease to be 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 therewith, the Agent, at the request and sole expense of the Borrower, shall execute and deliver to the Borrower all times with releases or other documents reasonably necessary or desirable for the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "release of the Lien on such released amounts.

Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with JPMorgan or an Affiliate thereof. 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 (a) The Trustee shallsuch accounts, prior “Collection Accounts”). Collection Accounts maintained with JPMorgan shall be subject to account control agreements, in form and substance acceptable to the Closing DateAgent, establish which grant the Agent control over and a segregated trust account which first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be designated as transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections are received by the "Borrower, 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 Borrower shall (or shall cause such Subsidiary or other Person to) immediately remit all of such collections, in their original form, to the Agent, JPMorgan or an Affiliate thereof for deposit into a Collection Account" . Following the occurrence and will consist during the continuance of two subaccountsa Default, all amounts received by the "Interest Collection Account" and Agent, all amounts on deposit in the "Principal Collection Account" (collectively, the "Collection Accounts"), which and all amounts constituting collections required to be deposited into Collection Accounts shall be held in trust in the name sole property of the Trustee Agent for the benefit of the Noteholders Holders of Secured Obligations and each Hedge Counterparty, into which shall be deemed received by the Agent for application to the Secured Obligations pursuant to the terms of this Agreement. With respect to any Collection Accounts, as applicableAccount described in this Section 6.25, the Trustee Borrower and its Subsidiaries shall have ninety (90) days from time the later of the Closing Date and the date on which such Collection Account is opened or converted to time deposit cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all times that (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) no Default exists and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times 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 the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicableJPMorgan Chase Bank, or a short-term debt rating at least equal to "A-1," "National Association.

Collection Accounts. (a) The Trustee shall, prior to the Closing Date, establish a segregated trust account which shall be designated as the "“Collection Account" ” and will consist of two subaccounts, the "“Interest Collection Account" ” and the "“Principal Collection Account" ” (collectively, the "“Collection Accounts"”), which shall be held in trust in the name of the Trustee for the benefit of the Noteholders and each Hedge Counterparty, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "“BBB+" ” or "“A2," ” as applicable, or a short-term debt rating at least equal to "“A-1," "” “P-1” or “F1,” as applicable.

Collection Accounts. Borrowers shall ensure that all collections of Receivables (aincluding, without limitation, all scheduled payments, all prepayments, all overdue payments, all insurance proceeds, recoveries and all cash receipts and proceeds in respect of the underlying automobile securing the Receivables), all other amounts remitted by any Account Debtor, an insurer, any other Person making a payment on a Receivable or in connection with proceeds of the underlying automobile securing such Receivable, the proceeds of sales of Automobile Inventory and the proceeds of all other Collateral are deposited into a Collection Account within one (1) The Trustee shall, prior Business Day of receipt thereof. Borrowers shall cause all payments of Receivables and other proceeds of the sale of Automobile Inventory and other Collateral to the Closing Date, establish be deposited into a segregated trust account which shall be designated as the "Collection Account" and will consist . Until such time as any Receivables collections or other proceeds of two subaccounts, Collateral are deposited by the "Interest Borrowers into the applicable Collection Account" , such collections and the "Principal Collection Account" (collectively, the "Collection Accounts"), which proceeds shall be held in trust in the name of the Trustee for the benefit of Administrative Agent and the Noteholders other Lender Parties. The Collection Accounts shall be swept automatically on a weekly basis and the depository bank maintaining a Collection Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into such Collection Account (other than $300 or such other nominal amount in each Hedge Counterparty, into account which Collection Accountsthe depository bank may require to be held as a compensating balance) to the Payment Account or such other bank account as Administrative Agent or Additional Collateral Agent, as applicablethe case may be, the Trustee shall may from time to time deposit (i) designate for such purpose. Borrowers hereby confirm and agree that all amountsamounts deposited in the Collection Accounts and any other funds received and collected by Administrative Agent or Additional Collateral Agent, if anywhether as proceeds of Collateral or otherwise, received shall constitute Collateral. Notwithstanding and without limiting any other provision of this Agreement or any of the other Loan Documents, Administrative Agent shall apply all funds transferred from the Collection Accounts into the Payment Account or other bank account designated by Administrative Agent or Additional Collateral Agent pursuant to this Section 3.9 as set forth in Section 2.11 hereof and subject to the Issuer clearance period set forth in Section 2.5 hereof. If a credit balance exists with respect to the Collection Accounts as the result of collections of Receivables or proceeds of other Collateral pursuant to the Hedge Agreements (other than amounts received by terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor of the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are requiredBorrowers, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securitiesbut shall, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceedsterms of Section 2.11 hereof, be available to Borrowers in accordance with the terms of this Agreement. In addition, All funds transferred from the Issuer may, but under no circumstances Collection Accounts into the Payment Account or other bank account designated by Administrative Agent or Additional Collateral Agent pursuant to this Section 3.9 shall be required toapplied to reduce the Indebtedness (or be made available to Borrowers in accordance with Section 2.11 hereof), deposit from time but, for purposes of calculating interest hereunder, shall be subject to time such Monies a four (4) Business Day clearance period. All Items deposited in the Collection Accounts shall be subject to final payment. If any such Item is returned uncollected, the Borrowers will immediately pay the Administrative Agent, for the account of the Lender Parties, or, for Items deposited in the Collection Accounts, the bank maintaining such account, the amount of that Item, or such bank at its discretion may charge any uncollected Item to the Borrowers’ commercial account or other account. The Borrowers shall be liable as it deemsan endorser on all Items deposited in the Collection Accounts, whether or not in fact endorsed by Borrowers. Upon Administrative Agent’s or Additional Collateral Agent’s request any time following the occurrence of an Event of Default, Borrowers agree to establish and maintain a lockbox with a bank acceptable to Administrative Agent or Additional Collateral Agent and to execute with such bank a lockbox agreement acceptable to Administrative Agent or Additional Collateral Agent, as applicable, in its sole discretion. Thereafter, Borrowers shall ensure that all collections of Receivables and the proceeds of other Collateral are paid directly by the Account Debtors to be advisable. All Monies deposited from time the lockbox and to time in the Collection Accounts pursuant extent that any Receivables collections or other proceeds of Collateral are not sent directly to this Indenture the lockbox but are received by a Borrower, such collections and proceeds shall be held by in trust for the Trustee as part benefit of the Assets Administrative Agent and Additional Collateral Agent and within one (1) Business Day of receipt thereof shall be applied remitted via overnight mail to the purposes herein provided. The Collection Accounts shall remain at all times with Administrative Agent for deposit, in the Corporate Trust Office or a financial institution having a long-term debt rating at least equal form received, to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "the lockbox

Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with Bank One, NA or an Affiliate thereof. 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 (a) The Trustee shallsuch accounts, prior to the Closing Date, establish a segregated trust account which shall be designated as the "Collection Account" and will consist of two subaccounts, the "Interest Collection Account" and the "Principal Collection Account" (collectively, the "Collection Accounts")) 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. Amounts and other items on deposit in Collection Accounts that are not maintained with Bank One, NA or an Affiliate thereof shall be held transferred at least once a week to one or more Collection Accounts maintained with Bank One, NA or an Affiliate thereof. If any collections are received by the Borrower, 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 Borrower shall (or shall cause such Subsidiary or other Person) to immediately remit all of such collections, in their original form, to the Agent, Bank One or an Affiliate thereof for deposit into a Collection Account. Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the name Collection Accounts, and all amounts constituting collections required to be deposited into Collection Accounts shall be the sole property of the Trustee Agent for the benefit of the Noteholders Holders of Secured Obligations and each Hedge Counterparty, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, be deemed received by the Issuer Agent for application to the Secured Obligations pursuant to the Hedge Agreements (other than amounts received by terms of this Agreement. With respect to any Collection Account described in this Section 6.25, the Issuer by reason Borrower and its Subsidiaries shall have 90 days from the later of an event of default the Closing Date and the date on which such Collection Account is opened or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant converted to Section 16.1(g) cause such account to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, become subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part one of the Assets and shall be applied to the purposes herein providedaforementioned account control agreements. The Pre-Funded Letter of Credit Account shall not constitute a Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "Account.

Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with JPMorgan or an Affiliate thereof. 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 (a) The Trustee shallsuch accounts, prior “Collection Accounts”). Collection Accounts maintained with JPMorgan shall be subject to account control agreements, in form and substance acceptable to the Closing DateAgent, establish which grant the Agent control over and a segregated trust account which first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be designated as transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections are received by the "Borrower, 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 Borrower shall (or shall cause such Subsidiary or other Person to) immediately remit all of such collections, in their original form, to the Agent, JPMorgan or an Affiliate thereof for deposit into a Collection Account" . Following the occurrence and will consist during the continuance of two subaccountsa Default, all amounts received by the "Interest Collection Account" and Agent, all amounts on deposit in the "Principal Collection Account" (collectively, the "Collection Accounts"), which and all amounts constituting collections required to be deposited into Collection Accounts shall be held in trust in the name sole property of the Trustee Agent for the benefit of the Noteholders Holders of Secured Obligations and each Hedge Counterparty, into which shall be deemed received by the Agent for application to the Secured Obligations pursuant to the terms of this Agreement. With respect to any Collection Accounts, as applicableAccount described in this Section 6.25, the Trustee Borrower and its Subsidiaries shall have 90 days from time the later of the Closing Date and the date on which such Collection Account is opened or converted to time deposit cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all times that (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) no Default exists and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times 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 the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to "BBB+" or "A2," as applicableJPMorgan Chase Bank, or a short-term debt rating at least equal to "A-1," "National Association.

Collection Accounts. Borrowers shall ensure that all collections of Receivables (aincluding, without limitation, all scheduled payments, all prepayments, all overdue payments, all insurance proceeds, recoveries and all cash receipts and proceeds in respect of the underlying automobile securing the Receivables), all other amounts remitted by any Account Debtor, an insurer, any other Person making a payment on a Receivable or in connection with proceeds of the underlying automobile securing such Receivable, the proceeds of sales of Automobile Inventory and the proceeds of all other Collateral are deposited into a Collection Account within one (1) The Trustee shall, prior Business Day of receipt thereof. Borrowers shall cause all payments of Receivables and other proceeds of the sale of Automobile Inventory and other Collateral to the Closing Date, establish be deposited into a segregated trust account which shall be designated as the "Collection Account" and will consist . Until such time as any Receivables collections or other proceeds of two subaccounts, Collateral are deposited by the "Interest Borrowers into the applicable Collection Account" , such collections and the "Principal Collection Account" (collectively, the "Collection Accounts"), which proceeds shall be held in trust in the name of the Trustee for the benefit of Administrative Agent and the Noteholders other Lender Parties. The Collection Accounts shall be swept automatically on a weekly basis and the depository bank maintaining a Collection Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into such Collection Account (other than $300 or such other nominal amount in each Hedge Counterparty, into account which Collection Accountsthe depository bank may require to be held as a compensating balance) to the Payment Account or such other bank account as Administrative Agent or Additional Collateral Agent, as applicablethe case may be, the Trustee shall may from time to time deposit (i) designate for such purpose. Borrowers hereby confirm and agree that all amountsamounts deposited in the Collection Accounts and any other funds received and collected by Administrative Agent or Additional Collateral Agent, if anywhether as proceeds of Collateral or otherwise, received shall constitute Collateral. Notwithstanding and without limiting any other provision of this Agreement or any of the other Loan Documents, Administrative Agent shall apply all funds transferred from the Collection Accounts into the Payment Account or other bank account designated by Administrative Agent or Additional Collateral Agent pursuant to this Section 3.9 as set forth in Section 2.14 hereof and subject to the Issuer clearance period set forth in Section 2.8 hereof. If a credit balance exists with respect to the Collection Accounts as the result of collections of Receivables or proceeds of other Collateral pursuant to the Hedge Agreements (other than amounts received by terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor of the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are requiredBorrowers, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securitiesbut shall, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceedsterms of Section 2.14 hereof, be available to Borrowers in accordance with the terms of this Agreement. In addition, All funds transferred from the Issuer may, but under no circumstances Collection Accounts into the Payment Account or other bank account designated by Administrative Agent or Additional Collateral Agent pursuant to this Section 3.9 shall be required toapplied to reduce the Indebtedness (or be made available to Borrowers in accordance with Section 2.14 hereof), deposit from time but, for purposes of calculating interest hereunder, shall be subject to time such Monies a four (4) Business Day clearance period. All Items deposited in the Collection Accounts shall be subject to final payment. If any such Item is returned uncollected, the Borrowers will immediately pay the Administrative Agent, for the account of the Lender Parties, or, for Items deposited in the Collection Accounts, the bank maintaining such account, the amount of that Item, or such bank at its discretion may charge any uncollected Item to the Borrowers’ commercial account or other account. The Borrowers shall be liable as it deemsan endorser on all Items deposited in the Collection Accounts, whether or not in fact endorsed by Borrowers. Upon Administrative Agent’s or Additional Collateral Agent’s request any time following the occurrence of an Event of Default, Borrowers agree to establish and maintain a lockbox with a bank acceptable to Administrative Agent or Additional Collateral Agent and to execute with such bank a lockbox agreement acceptable to Administrative Agent or Additional Collateral Agent, as applicable, in its sole discretion. Thereafter, Borrowers shall ensure that all collections of Receivables and the proceeds of other Collateral are paid directly by the Account Debtors to be advisable. All Monies deposited from time the lockbox and to time in the Collection Accounts pursuant extent that any Receivables collections or other proceeds of Collateral are not sent directly to this Indenture the lockbox but are received by a Borrower, such collections and proceeds shall be held by in trust for the Trustee as part benefit of the Assets Administrative Agent and Additional Collateral Agent and within one (1) Business Day of receipt thereof shall be applied remitted via overnight mail to the purposes herein provided. The Collection Accounts shall remain at all times with Administrative Agent for deposit, in the Corporate Trust Office or a financial institution having a long-term debt rating at least equal form received, to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "the lockbox