Common use of Interest Reserve Account Clause in Contracts

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I ORCC Financing IV LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Core Income Funding I VI LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 0.00 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. (a) The Collateral Agent shallTrustee shall establish and maintain, on or prior to at and upon the Closing Datedirection of the Servicer, establish the Interest Reserve Account with a singleQualified Institution, segregated trust account which may be the Trustee in the name “Athena Funding I LLC Interest Reserve Accountof the Trust, subject to on behalf of the lien of State Street Bank and Trust CompanyTrust, as Collateral Agent for the benefit of the Secured Parties”Class A Certificateholders, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained a segregated trust account with the Securities Intermediary in accordance with corporate trust department of such Qualified Institution, bearing a designation clearly indicating that the Account Control Agreement funds deposited therein are held for the benefit of the Secured PartiesClass A Certificateholders. Except as provided The Trustee shall possess all right, title and interest in Sections 6.4 all funds on deposit from time to time in the Interest Reserve Account and 9.1, the only permitted deposits to or withdrawals from the in all proceeds thereof. The Interest Reserve Account shall be in accordance with under the provisions sole dominion and control of this Agreementthe Trustee for the benefit of the Class A Certificateholders. The Borrower shall not have If at any legal, equitable or beneficial interest in time the institution holding the Interest Reserve Account other than in accordance with this Agreement ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Priority of Payments. On Trustee upon being notified (or prior the Servicer on its behalf) shall, within 10 Business Days, establish a new Interest Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the such new Interest Reserve Account. Amounts (b) Funds on deposit in the Interest Reserve Account will shall be invested in Eligible Investments selected at the direction of the Swap Counterparty by the Services Provider (Trustee in Permitted Investments. Funds on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds deposit in the Interest Reserve Account on any Transfer Date shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Priority Trustee that (I) such investment property shall at all times be credited to a securities account of Paymentsthe Trustee, but solely (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the extent that laws of the State of New York; (ii) maintain possession of each other Interest Proceeds are Permitted Investment not available to satisfy all amounts described in Section 9.1(a)(i)(Aclause (i) through above (Eother than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On the second Quarterly Payment each Transfer Date, remaining all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Interest Reserve Account shall be retained in the Interest Reserve Account to the extent that the Required Interest Reserve Amount exceeds the amount on deposit in the Interest Reserve Account. To the extent that the amount on deposit in the Interest Reserve Account exceeds the Required Interest Reserve Amount (after taking into effect any withdrawals required to be made on such Transfer Date), the amount of such excess shall be withdrawn from the Interest Reserve Account and distributed to the Swap Counterparty on such Transfer Date. For purposes of determining the availability of funds or the balance in the Interest Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) In the event that the Interest Rate Swap terminates due to a default by the Swap Counterparty, on the Transfer Date on or immediately following such termination, the Trustee, at the direction of the related Collateral Report Determination Servicer, shall withdraw from the Interest Reserve Account an amount equal to the least of (i) the Net Swap Receipt, if any, with respect to such Transfer Date will be applied as plus the amount of any Net Swap Receipt previously due but not paid to the Trust, (ii) the amount on deposit in the Interest Proceeds Reserve Account on such Quarterly Transfer Date and (iii) the Required Interest Reserve Amount, and shall deposit such amount in the Finance Charge Account to be included in Class A Available Funds with respect to such Transfer Date and give notice of such withdrawal to each Rating Agency. (d) Upon the earliest to occur of (i) any Transfer Date subsequent to the return of the Swap Counterparty's long-term, unsecured, unsubordinated debt obligation rating or financial program rating (or other similar rating) to AA- or higher by Standard & Poor's, (ii) the Transfer Date on or immediately following the termination of the Interest Rate Swap, (iii) the Transfer Date immediately preceding the Scheduled Payment Date, (iv) the termination of the Trust pursuant to Article XII of the Agreement, (v) the Series 2000-E Termination Date and (vi) the first Transfer Date relating to the Rapid Amortization Period (after taking into account all payments to be made on such date), the Trustee, acting in accordance with the Priority instructions of Payments the Servicer, after the prior payment of all amounts owing to the Series 2000-E Certificateholders that are payable from the Interest Reserve Account as provided herein, shall withdraw from the Interest Reserve Account and pay to the Swap Counterparty pursuant to the terms of the Interest Rate Swap, all amounts, if any, on deposit in the Interest Reserve Account, and the Interest Reserve Account will shall be closeddeemed to have terminated for purposes of this Series Supplement. The Interest Reserve Account shall remain at all times with an Eligible Account BankSECTION 8. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.Article V

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I LLC GCP SG Warehouse 2022-1 Interest Reserve Account, subject to the lien of State Street Bank and Trust CompanyWilmington Trust, National Association, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider Collateral Manager (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. If the Collateral Agent does not receive written instructions from the Collateral Manager within five Business Days after such request, it shall invest and reinvest the funds held in the Collection Account, as fully practicable in the Standby Directed Investment. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Calculation Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (EF). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Calculation Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding OR Tech Financing I LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Original Closing Date, establish a single, segregated trust account in the name “Athena Funding OR Tech Financing I LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Amendment and Restatement Date, the Borrower shall deposit or cause to be deposited $0 3,500,000 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall(a) T he Trustee shall establish and maintain, on or prior to at and upon the Closing Datedirection of the Servicer, establish the Interest Reserve Account with a singleQualified Institution, segregated trust account which may be the Trustee in the name “Athena Funding I LLC Interest Reserve Accountof the Trust, subject to on behalf of the lien of State Street Bank and Trust CompanyTrust, as Collateral Agent for the benefit of the Secured Parties”Class A Certificateholders, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained a segregated trust account with the Securities Intermediary in accordance with corporate trust department of such Qualified Institution, bearing a designation clearly indicating that the Account Control Agreement funds deposited therein are held for the benefit of the Secured PartiesClass A Certificateholders. Except as provided The Trustee shall possess all right, title and interest in Sections 6.4 all funds on deposit from time to time in the Interest Reserve Account and 9.1, the only permitted deposits to or withdrawals from the in all proceeds thereof. The Interest Reserve Account shall be in accordance with under the provisions sole dominion and control of this Agreementthe Trustee for the benefit of the Class A Certificateholders. The Borrower shall not have If at any legal, equitable or beneficial interest in time the institution holding the Interest Reserve Account other than in accordance with this Agreement ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Priority of Payments. On Trustee upon being notified (or prior the Servicer on its behalf) shall, within 10 Business Days, establish a new Interest Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the such new Interest Reserve Account. Amounts (b) Funds on deposit in the Interest Reserve Account will shall be invested in Eligible Investments selected at the direction of the Swap Counterparty by the Services Provider (Trustee in Permitted Investments. Funds on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds deposit in the Interest Reserve Account on any Transfer Date shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Priority Trustee that (I) such investment property shall at all times be credited to a securities account of Paymentsthe Trustee, but solely (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the extent that laws of the State of New York; (ii) maintain possession of each other Interest Proceeds are Permitted Investment not available to satisfy all amounts described in Section 9.1(a)(i)(Aclause (i) through above (Eother than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On the second Quarterly Payment each Transfer Date, remaining all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Interest Reserve Account shall be retained in the Interest Reserve Account to the extent that the Required Interest Reserve Amount exceeds the amount on deposit in the Interest Reserve Account. To the extent that the amount on deposit in the Interest Reserve Account exceeds the Required Interest Reserve Amount (after taking into effect any withdrawals required to be made on such Transfer Date), the amount of such excess shall be withdrawn from the Interest Reserve Account and distributed to the Swap Counterparty on such Transfer Date. For purposes of determining the availability of funds or the balance in the Interest Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) In the event that the Interest Rate Swap terminates due to a default by the Swap Counterparty, on the Transfer Date on or immediately following such termination, the Trustee, at the direction of the related Collateral Report Determination Servicer, shall withdraw from the Interest Reserve Account an amount equal to the least of (i) the Net Swap Receipt, if any, with respect to such Transfer Date will be applied as plus the amount of any Net Swap Receipt previously due but not paid to the Trust, (ii) the amount on deposit in the Interest Proceeds Reserve Account on such Quarterly Transfer Date and (iii) the Required Interest Reserve Amount, and shall deposit such amount in the Finance Charge Account to be included in Class A Available Funds with respect to such Transfer Date and give notice of such withdrawal to each Rating Agency. (d) Upon the earliest to occur of (i) any Transfer Date subsequent to the return of the Swap Counterparty's long-term, unsecured, unsubordinated debt obligation rating or financial program rating (or other similar rating) to AA- or higher by Standard & Poor's, (ii) the Transfer Date on or immediately following the termination of the Interest Rate Swap, (iii) the Transfer Date immediately preceding the Scheduled Payment Date, (iv) the termination of the Trust pursuant to Article XII of the Agreement, (v) the Series 1999-M Termination Date and (vi) the first Transfer Date relating to the Rapid Amortization Period (after taking into account all payments to be made on such date), the Trustee, acting in accordance with the Priority instructions of Payments the Servicer, after the prior payment of all amounts owing to the Series 1999-M Certificateholders that are payable from the Interest Reserve Account as provided herein, shall withdraw from the Interest Reserve Account and pay to the Swap Counterparty pursuant to the terms of the Interest Rate Swap, all amounts, if any, on deposit in the Interest Reserve Account, and the Interest Reserve Account will shall be closeddeemed to have terminated for purposes of this Series Supplement. The Interest Reserve Account shall remain at all times with an Eligible Account BankSECTION 8. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.Article V

Interest Reserve Account. The Collateral Agent shall(a) T he Trustee shall establish and maintain, on or prior to at and upon the Closing Datedirection of the Servicer, establish the Interest Reserve Account with a singleQualified Institution, segregated trust account which may be the Trustee in the name “Athena Funding I LLC Interest Reserve Accountof the Trust, subject to on behalf of the lien of State Street Bank and Trust CompanyTrust, as Collateral Agent for the benefit of the Secured Parties”Class A Certificateholders, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained a segregated trust account with the Securities Intermediary in accordance with corporate trust department of such Qualified Institution, bearing a designation clearly indicating that the Account Control Agreement funds deposited therein are held for the benefit of the Secured PartiesClass A Certificateholders. Except as provided The Trustee shall possess all right, title and interest in Sections 6.4 all funds on deposit from time to time in the Interest Reserve Account and 9.1, the only permitted deposits to or withdrawals from the in all proceeds thereof. The Interest Reserve Account shall be in accordance with under the provisions sole dominion and control of this Agreementthe Trustee for the benefit of the Class A Certificateholders. The Borrower shall not have If at any legal, equitable or beneficial interest in time the institution holding the Interest Reserve Account other than in accordance with this Agreement ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Priority of Payments. On Trustee upon being notified (or prior the Servicer on its behalf) shall, within 10 Business Days, establish a new Interest Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the such new Interest Reserve Account. Amounts (b) Funds on deposit in the Interest Reserve Account will shall be invested in Eligible Investments selected at the direction of the Swap Counterparty by the Services Provider (Trustee in Permitted Investments. Funds on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds deposit in the Interest Reserve Account on any Transfer Date shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Priority Trustee that (I) such investment property shall at all times be credited to a securities account of Paymentsthe Trustee, but solely (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the extent that laws of the State of New York; (ii) maintain possession of each other Interest Proceeds are Permitted Investment not available to satisfy all amounts described in Section 9.1(a)(i)(Aclause (i) through above (Eother than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On the second Quarterly Payment each Transfer Date, remaining all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Interest Reserve Account shall be retained in the Interest Reserve Account to the extent that the Required Interest Reserve Amount exceeds the amount on deposit in the Interest Reserve Account. To the extent that the amount on deposit in the Interest Reserve Account exceeds the Required Interest Reserve Amount (after taking into effect any withdrawals required to be made on such Transfer Date), the amount of such excess shall be withdrawn from the Interest Reserve Account and distributed to the Swap Counterparty on such Transfer Date. For purposes of determining the availability of funds or the balance in the Interest Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) In the event that the Interest Rate Swap terminates due to a default by the Swap Counterparty, on the Transfer Date on or immediately following such termination, the Trustee, at the direction of the related Collateral Report Determination Servicer, shall withdraw from the Interest Reserve Account an amount equal to the least of (i) the Net Swap Receipt, if any, with respect to such Transfer Date will be applied as plus the amount of any Net Swap Receipt previously due but not paid to the Trust, (ii) the amount on deposit in the Interest Proceeds Reserve Account on such Quarterly Transfer Date and (iii) the Required Interest Reserve Amount, and shall deposit such amount in the Finance Charge Account to be included in Class A Available Funds with respect to such Transfer Date and give notice of such withdrawal to each Rating Agency. (d) Upon the earliest to occur of (i) the Transfer Date on or immediately following the termination of the Interest Rate Swap, (ii) the Transfer Date immediately preceding the Scheduled Payment Date, (iii) the termination of the Trust pursuant to Article XII of the Agreement, (iv) the Series 1999-I Termination Date and (v) the first Transfer Date relating to the Rapid Amortization Period (after taking into account all payments to be made on such date), the Trustee, acting in accordance with the Priority instructions of Payments the Servicer, after the prior payment of all amounts owing to the Series 1999-I Certificateholders that are payable from the Interest Reserve Account as provided herein, shall withdraw from the Interest Reserve Account and pay to the Swap Counterparty pursuant to the terms of the Interest Rate Swap, all amounts, if any, on deposit in the Interest Reserve Account, and the Interest Reserve Account will shall be closeddeemed to have terminated for purposes of this Series Supplement. The Interest Reserve Account shall remain at all times with an Eligible Account BankSECTION 8. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.Article V

Interest Reserve Account. The Collateral Agent shall(a) T he Trustee shall establish and maintain, on or prior to at and upon the Closing Datedirection of the Servicer, establish the Interest Reserve Account with a singleQualified Institution, segregated trust account which may be the Trustee in the name “Athena Funding I LLC Interest Reserve Accountof the Trust, subject to on behalf of the lien of State Street Bank and Trust CompanyTrust, as Collateral Agent for the benefit of the Secured Parties”Class A Certificateholders, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained a segregated trust account with the Securities Intermediary in accordance with corporate trust department of such Qualified Institution, bearing a designation clearly indicating that the Account Control Agreement funds deposited therein are held for the benefit of the Secured PartiesClass A Certificateholders. Except as provided The Trustee shall possess all right, title and interest in Sections 6.4 all funds on deposit from time to time in the Interest Reserve Account and 9.1, the only permitted deposits to or withdrawals from the in all proceeds thereof. The Interest Reserve Account shall be in accordance with under the provisions sole dominion and control of this Agreementthe Trustee for the benefit of the Class A Certificateholders. The Borrower shall not have If at any legal, equitable or beneficial interest in time the institution holding the Interest Reserve Account other than in accordance with this Agreement ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Priority of Payments. On Trustee upon being notified (or prior the Servicer on its behalf) shall, within 10 Business Days, establish a new Interest Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the such new Interest Reserve Account. Amounts (b) Funds on deposit in the Interest Reserve Account will shall be invested in Eligible Investments selected at the direction of the Swap Counterparty by the Services Provider (Trustee in Permitted Investments. Funds on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds deposit in the Interest Reserve Account on any Transfer Date shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Priority Trustee that (I) such investment property shall at all times be credited to a securities account of Paymentsthe Trustee, but solely (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the extent that laws of the State of New York; (ii) maintain possession of each other Interest Proceeds are Permitted Investment not available to satisfy all amounts described in Section 9.1(a)(i)(Aclause (i) through above (Eother than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On the second Quarterly Payment each Transfer Date, remaining all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Interest Reserve Account shall be retained in the Interest Reserve Account to the extent that the Required Interest Reserve Amount exceeds the amount on deposit in the Interest Reserve Account. To the extent that the amount on deposit in the Interest Reserve Account exceeds the Required Interest Reserve Amount (after taking into effect any withdrawals required to be made on such Transfer Date), the amount of such excess shall be withdrawn from the Interest Reserve Account and distributed to the Swap Counterparty on such Transfer Date. For purposes of determining the availability of funds or the balance in the Interest Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) In the event that the Interest Rate Swap terminates due to a default by the Swap Counterparty, on the Transfer Date on or immediately following such termination, the Trustee, at the direction of the related Collateral Report Determination Servicer, shall withdraw from the Interest Reserve Account an amount equal to the least of (i) the Net Swap Receipt, if any, with respect to such Transfer Date will be applied as plus the amount of any Net Swap Receipt previously due but not paid to the Trust, (ii) the amount on deposit in the Interest Proceeds Reserve Account on such Quarterly Transfer Date and (iii) the Required Interest Reserve Amount, and shall deposit such amount in the Finance Charge Account to be included in Class A Available Funds with respect to such Transfer Date and give notice of such withdrawal to each Rating Agency. (d) Upon the earliest to occur of (i) the Transfer Date on or immediately following the termination of the Interest Rate Swap, (ii) the Transfer Date immediately preceding the Scheduled Payment Date, (iii) the termination of the Trust pursuant to Article XII of the Agreement, (iv) the Series 1999-B Termination Date and (v) the first Transfer Date relating to the Rapid Amortization Period (after taking into account all payments to be made on such date), the Trustee, acting in accordance with the Priority instructions of Payments the Servicer, after the prior payment of all amounts owing to the Series 1999-B Certificateholders that are payable from the Interest Reserve Account as provided herein, shall withdraw from the Interest Reserve Account and pay to the Swap Counterparty pursuant to the terms of the Interest Rate Swap, all amounts, if any, on deposit in the Interest Reserve Account, and the Interest Reserve Account will shall be closeddeemed to have terminated for purposes of this Series Supplement. The Interest Reserve Account shall remain at all times with an Eligible Account BankSECTION 8. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.Article V

Interest Reserve Account. The Collateral Agent shall(a) T he Trustee shall establish and maintain, on or prior to at and upon the Closing Datedirection of the Servicer, establish the Interest Reserve Account with a singleQualified Institution, segregated trust account which may be the Trustee in the name “Athena Funding I LLC Interest Reserve Accountof the Trust, subject to on behalf of the lien of State Street Bank and Trust CompanyTrust, as Collateral Agent for the benefit of the Secured Parties”Class A Certificateholders, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained a segregated trust account with the Securities Intermediary in accordance with corporate trust department of such Qualified Institution, bearing a designation clearly indicating that the Account Control Agreement funds deposited therein are held for the benefit of the Secured PartiesClass A Certificateholders. Except as provided The Trustee shall possess all right, title and interest in Sections 6.4 all funds on deposit from time to time in the Interest Reserve Account and 9.1, the only permitted deposits to or withdrawals from the in all proceeds thereof. The Interest Reserve Account shall be in accordance with under the provisions sole dominion and control of this Agreementthe Trustee for the benefit of the Class A Certificateholders. The Borrower shall not have If at any legal, equitable or beneficial interest in time the institution holding the Interest Reserve Account other than in accordance with this Agreement ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Priority of Payments. On Trustee upon being notified (or prior the Servicer on its behalf) shall, within 10 Business Days, establish a new Interest Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the such new Interest Reserve Account. Amounts (b) Funds on deposit in the Interest Reserve Account will shall be invested in Eligible Investments selected at the direction of the Swap Counterparty by the Services Provider (Trustee in Permitted Investments. Funds on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds deposit in the Interest Reserve Account on any Transfer Date shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Priority Trustee that (I) such investment property shall at all times be credited to a securities account of Paymentsthe Trustee, but solely (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the extent that laws of the State of New York; (ii) maintain possession of each other Interest Proceeds are Permitted Investment not available to satisfy all amounts described in Section 9.1(a)(i)(Aclause (i) through above (Eother than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On the second Quarterly Payment each Transfer Date, remaining all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Interest Reserve Account shall be retained in the Interest Reserve Account to the extent that the Required Interest Reserve Amount exceeds the amount on deposit in the Interest Reserve Account. To the extent that the amount on deposit in the Interest Reserve Account exceeds the Required Interest Reserve Amount (after taking into effect any withdrawals required to be made on such Transfer Date), the amount of such excess shall be withdrawn from the Interest Reserve Account and distributed to the Swap Counterparty on such Transfer Date. For purposes of determining the availability of funds or the balance in the Interest Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) In the event that the Interest Rate Swap terminates due to a default by the Swap Counterparty, on the Transfer Date on or immediately following such termination, the Trustee, at the direction of the related Collateral Report Determination Servicer, shall withdraw from the Interest Reserve Account an amount equal to the least of (i) the Net Swap Receipt, if any, with respect to such Transfer Date will be applied as plus the amount of any Net Swap Receipt previously due but not paid to the Trust, (ii) the amount on deposit in the Interest Proceeds Reserve Account on such Quarterly Transfer Date and (iii) the Required Interest Reserve Amount, and shall deposit such amount in the Finance Charge Account to be included in Class A Available Funds with respect to such Transfer Date and give notice of such withdrawal to each Rating Agency. (d) Upon the earliest to occur of (i) any Transfer Date subsequent to the return of the Swap Counterparty's long-term, unsecured, unsubordinated debt obligation rating or financial program rating (or other similar rating) to AA- or higher by Standard & Poor's, (ii) the Transfer Date on or immediately following the termination of the Interest Rate Swap, (iii) the Transfer Date immediately preceding the Scheduled Payment Date, (iv) the termination of the Trust pursuant to Article XII of the Agreement, (v) the Series 1999-J Termination Date and (vi) the first Transfer Date relating to the Rapid Amortization Period (after taking into account all payments to be made on such date), the Trustee, acting in accordance with the Priority instructions of Payments the Servicer, after the prior payment of all amounts owing to the Series 1999-J Certificateholders that are payable from the Interest Reserve Account as provided herein, shall withdraw from the Interest Reserve Account and pay to the Swap Counterparty pursuant to the terms of the Interest Rate Swap, all amounts, if any, on deposit in the Interest Reserve Account, and the Interest Reserve Account will shall be closeddeemed to have terminated for purposes of this Series Supplement. The Interest Reserve Account shall remain at all times with an Eligible Account BankSECTION 8. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.Article V

Interest Reserve Account. (a) The Collateral Agent shallTrustee shall establish and maintain, on or prior to at and upon the Closing Datedirection of the Servicer, establish the Interest Reserve Account with a singleQualified Institution, segregated trust account which may be the Trustee in the name “Athena Funding I LLC Interest Reserve Accountof the Trust, subject to on behalf of the lien of State Street Bank and Trust CompanyTrust, as Collateral Agent for the benefit of the Secured Parties”Class A Certificateholders, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained a segregated trust account with the Securities Intermediary in accordance with corporate trust department of such Qualified Institution, bearing a designation clearly indicating that the Account Control Agreement funds deposited therein are held for the benefit of the Secured PartiesClass A Certificateholders. Except as provided The Trustee shall possess all right, title and interest in Sections 6.4 all funds on deposit from time to time in the Interest Reserve Account and 9.1, the only permitted deposits to or withdrawals from the in all proceeds thereof. The Interest Reserve Account shall be in accordance with under the provisions sole dominion and control of this Agreementthe Trustee for the benefit of the Class A Certificateholders. The Borrower shall not have If at any legal, equitable or beneficial interest in time the institution holding the Interest Reserve Account other than in accordance with this Agreement ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Priority of Payments. On Trustee upon being notified (or prior the Servicer on its behalf) shall, within 10 Business Days, establish a new Interest Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the such new Interest Reserve Account. Amounts (b) Funds on deposit in the Interest Reserve Account will shall be invested in Eligible Investments selected at the direction of the Swap Counterparty by the Services Provider (Trustee in Permitted Investments. Funds on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds deposit in the Interest Reserve Account on any Transfer Date shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Priority Trustee that (I) such investment property shall at all times be credited to a securities account of Paymentsthe Trustee, but solely (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the extent that laws of the State of New York; (ii) maintain possession of each other Interest Proceeds are Permitted Investment not available to satisfy all amounts described in Section 9.1(a)(i)(Aclause (i) through above (Eother than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On the second Quarterly Payment each Transfer Date, remaining all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Interest Reserve Account shall be retained in the Interest Reserve Account to the extent that the Required Interest Reserve Amount exceeds the amount on deposit in the Interest Reserve Account. To the extent that the amount on deposit in the Interest Reserve Account exceeds the Required Interest Reserve Amount (after taking into effect any withdrawals required to be made on such Transfer Date), the amount of such excess shall be withdrawn from the Interest Reserve Account and distributed to the Swap Counterparty on such Transfer Date. For purposes of determining the availability of funds or the balance in the Interest Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) In the event that the Interest Rate Swap terminates due to a default by the Swap Counterparty, on the Transfer Date on or immediately following such termination, the Trustee, at the direction of the related Collateral Report Determination Servicer, shall withdraw from the Interest Reserve Account an amount equal to the least of (i) the Net Swap Receipt, if any, with respect to such Transfer Date will be applied as plus the amount of any Net Swap Receipt previously due but not paid to the Trust, (ii) the amount on deposit in the Interest Proceeds Reserve Account on such Quarterly Transfer Date and (iii) the Required Interest Reserve Amount, and shall deposit such amount in the Finance Charge Account to be included in Class A Available Funds with respect to such Transfer Date and give notice of such withdrawal to each Rating Agency. (d) Upon the earliest to occur of (i) any Transfer Date subsequent to the return of the Swap Counterparty's long-term, unsecured, unsubordinated debt obligation rating or financial program rating (or other similar rating) to AA- or higher by Standard & Poor's, (ii) the Transfer Date on or immediately following the termination of the Interest Rate Swap, (iii) the Transfer Date immediately preceding the Scheduled Payment Date, (iv) the termination of the Trust pursuant to Article XII of the Agreement, (v) the Series 2000-A Termination Date and (vi) the first Transfer Date relating to the Rapid Amortization Period (after taking into account all payments to be made on such date), the Trustee, acting in accordance with the Priority instructions of Payments the Servicer, after the prior payment of all amounts owing to the Series 2000-A Certificateholders that are payable from the Interest Reserve Account as provided herein, shall withdraw from the Interest Reserve Account and pay to the Swap Counterparty pursuant to the terms of the Interest Rate Swap, all amounts, if any, on deposit in the Interest Reserve Account, and the Interest Reserve Account will shall be closeddeemed to have terminated for purposes of this Series Supplement. The Interest Reserve Account shall remain at all times with an Eligible Account BankSECTION 8. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.Article V

Interest Reserve Account. (a) The Collateral Agent shallTrustee shall establish and maintain, on or prior to at and upon the Closing Datedirection of the Servicer, establish the Interest Reserve Account with a singleQualified Institution, segregated trust account which may be the Trustee in the name “Athena Funding I LLC Interest Reserve Accountof the Trust, subject to on behalf of the lien of State Street Bank and Trust CompanyTrust, as Collateral Agent for the benefit of the Secured Parties”Class A Certificateholders, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained a segregated trust account with the Securities Intermediary in accordance with corporate trust department of such Qualified Institution, bearing a designation clearly indicating that the Account Control Agreement funds deposited therein are held for the benefit of the Secured PartiesClass A Certificateholders. Except as provided The Trustee shall possess all right, title and interest in Sections 6.4 all funds on deposit from time to time in the Interest Reserve Account and 9.1, the only permitted deposits to or withdrawals from the in all proceeds thereof. The Interest Reserve Account shall be in accordance with under the provisions sole dominion and control of this Agreementthe Trustee for the benefit of the Class A Certificateholders. The Borrower shall not have If at any legal, equitable or beneficial interest in time the institution holding the Interest Reserve Account other than in accordance with this Agreement ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Priority of Payments. On Trustee upon being notified (or prior the Servicer on its behalf) shall, within 10 Business Days, establish a new Interest Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the such new Interest Reserve Account. Amounts (b) Funds on deposit in the Interest Reserve Account will shall be invested in Eligible Investments selected at the direction of the Swap Counterparty by the Services Provider (Trustee in Permitted Investments. Funds on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds deposit in the Interest Reserve Account on any Transfer Date shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Priority Trustee that (I) such investment property shall at all times be credited to a securities account of Paymentsthe Trustee, but solely (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the extent that laws of the State of New York; (ii) maintain possession of each other Interest Proceeds are Permitted Investment not available to satisfy all amounts described in Section 9.1(a)(i)(Aclause (i) through above (Eother than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On the second Quarterly Payment each Transfer Date, remaining all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Interest Reserve Account shall be retained in the Interest Reserve Account to the extent that the Required Interest Reserve Amount exceeds the amount on deposit in the Interest Reserve Account. To the extent that the amount on deposit in the Interest Reserve Account exceeds the Required Interest Reserve Amount (after taking into effect any withdrawals required to be made on such Transfer Date), the amount of such excess shall be withdrawn from the Interest Reserve Account and distributed to the Swap Counterparty on such Transfer Date. For purposes of determining the availability of funds or the balance in the Interest Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) In the event that the Interest Rate Swap terminates due to a default by the Swap Counterparty, on the Transfer Date on or immediately following such termination, the Trustee, at the direction of the related Collateral Report Determination Servicer, shall withdraw from the Interest Reserve Account an amount equal to the least of (i) the Net Swap Receipt, if any, with respect to such Transfer Date will be applied as plus the amount of any Net Swap Receipt previously due but not paid to the Trust, (ii) the amount on deposit in the Interest Proceeds Reserve Account on such Quarterly Transfer Date and (iii) the Required Interest Reserve Amount, and shall deposit such amount in the Finance Charge Account to be included in Class A Available Funds with respect to such Transfer Date and give notice of such withdrawal to each Rating Agency. (d) Upon the earliest to occur of (i) any Transfer Date subsequent to the return of the Swap Counterparty's short-term, unsecured, unsubordinated debt obligation rating or financial program rating (or other similar rating) to A-1 or higher by Standard & Poor's, (ii) any Transfer Date subsequent to the return of the Swap Counterparty's long-term, unsecured, unsubordinated debt obligation rating or financial program rating (or other similar rating) to A+ or higher by Standard & Poor's, (iii) the Transfer Date on or immediately following the termination of the Interest Rate Swap, (iv) the Transfer Date immediately preceding the Scheduled Payment Date, (v) the termination of the Trust pursuant to Article XII of the Agreement, (vi) the Series 2000-I Termination Date and (vii) the first Transfer Date relating to the Rapid Amortization Period (after taking into account all payments to be made on such date), the Trustee, acting in accordance with the Priority instructions of Payments the Servicer, after the prior payment of all amounts owing to the Series 2000-I Certificateholders that are payable from the Interest Reserve Account as provided herein, shall withdraw from the Interest Reserve Account and pay to the Swap Counterparty pursuant to the terms of the Interest Rate Swap, all amounts, if any, on deposit in the Interest Reserve Account, and the Interest Reserve Account will shall be closeddeemed to have terminated for purposes of this Series Supplement. The Interest Reserve Account shall remain at all times with an Eligible Account BankSECTION 8. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.Article V

Interest Reserve Account. The Collateral Agent shall(a) T he Trustee shall establish and maintain, on or prior to at and upon the Closing Datedirection of the Servicer, establish the Interest Reserve Account with a singleQualified Institution, segregated trust account which may be the Trustee in the name “Athena Funding I LLC Interest Reserve Accountof the Trust, subject to on behalf of the lien of State Street Bank and Trust CompanyTrust, as Collateral Agent for the benefit of the Secured Parties”Class A Certificateholders, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained a segregated trust account with the Securities Intermediary in accordance with corporate trust department of such Qualified Institution, bearing a designation clearly indicating that the Account Control Agreement funds deposited therein are held for the benefit of the Secured PartiesClass A Certificateholders. Except as provided The Trustee shall possess all right, title and interest in Sections 6.4 all funds on deposit from time to time in the Interest Reserve Account and 9.1, the only permitted deposits to or withdrawals from the in all proceeds thereof. The Interest Reserve Account shall be in accordance with under the provisions sole dominion and control of this Agreementthe Trustee for the benefit of the Class A Certificateholders. The Borrower shall not have If at any legal, equitable or beneficial interest in time the institution holding the Interest Reserve Account other than in accordance with this Agreement ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Priority of Payments. On Trustee upon being notified (or prior the Servicer on its behalf) shall, within 10 Business Days, establish a new Interest Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the such new Interest Reserve Account. Amounts (b) Funds on deposit in the Interest Reserve Account will shall be invested in Eligible Investments selected at the direction of the Swap Counterparty by the Services Provider (Trustee in Permitted Investments. Funds on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds deposit in the Interest Reserve Account on any Transfer Date shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Priority Trustee that (I) such investment property shall at all times be credited to a securities account of Paymentsthe Trustee, but solely (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the extent that laws of the State of New York; (ii) maintain possession of each other Interest Proceeds are Permitted Investment not available to satisfy all amounts described in Section 9.1(a)(i)(Aclause (i) through above (Eother than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On the second Quarterly Payment each Transfer Date, remaining all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Interest Reserve Account shall be retained in the Interest Reserve Account to the extent that the Required Interest Reserve Amount exceeds the amount on deposit in the Interest Reserve Account. To the extent that the amount on deposit in the Interest Reserve Account exceeds the Required Interest Reserve Amount (after taking into effect any withdrawals required to be made on such Transfer Date), the amount of such excess shall be withdrawn from the Interest Reserve Account and distributed to the Swap Counterparty on such Transfer Date. For purposes of determining the availability of funds or the balance in the Interest Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) In the event that the Interest Rate Swap terminates due to a default by the Swap Counterparty, on the Transfer Date on or immediately following such termination, the Trustee, at the direction of the related Collateral Report Determination Servicer, shall withdraw from the Interest Reserve Account an amount equal to the least of (i) the Net Swap Receipt, if any, with respect to such Transfer Date will be applied as plus the amount of any Net Swap Receipt previously due but not paid to the Trust, (ii) the amount on deposit in the Interest Proceeds Reserve Account on such Quarterly Transfer Date and (iii) the Required Interest Reserve Amount, and shall deposit such amount in the Finance Charge Account to be included in Class A Available Funds with respect to such Transfer Date and give notice of such withdrawal to each Rating Agency. (d) Upon the earliest to occur of (i) the Transfer Date on or immediately following the termination of the Interest Rate Swap, (ii) the Transfer Date immediately preceding the Scheduled Payment Date, (iii) the termination of the Trust pursuant to Article XII of the Agreement, (iv) the Series 1999-G Termination Date and (v) the first Transfer Date relating to the Rapid Amortization Period (after taking into account all payments to be made on such date), the Trustee, acting in accordance with the Priority instructions of Payments the Servicer, after the prior payment of all amounts owing to the Series 1999-G Certificateholders that are payable from the Interest Reserve Account as provided herein, shall withdraw from the Interest Reserve Account and pay to the Swap Counterparty pursuant to the terms of the Interest Rate Swap, all amounts, if any, on deposit in the Interest Reserve Account, and the Interest Reserve Account will shall be closeddeemed to have terminated for purposes of this Series Supplement. The Interest Reserve Account shall remain at all times with an Eligible Account BankSECTION 8. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.Article V

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian a single, segregated trust account in the name “Athena "ASIF Funding I II, LLC Interest Reserve Account", subject to the lien of State Street Bank and Trust Company, as the Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “"Interest Reserve Account” " and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower)Servicer, and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Monthly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Calculation Date will be applied as Interest Proceeds on such Quarterly Monthly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Monthly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Calculation Date will be applied as Interest Proceeds on such Quarterly Monthly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closedPayments. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In ; provided that if such institution's rating falls below any such rating threshold, the event assets held in such Covered Account shall be moved by the Borrower within 30 calendar days to another institution that satisfies the account bank at which the Interest Reserve Account is maintained ceases to be an definition of Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I ORCC II Financing II LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.. 122

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Core Income Funding I LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Tech Income Funding I III LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. (a) On or prior to the Closing Datedate hereof, Borrower shall establish the Interest Reserve Account with Lender. On the date hereof, Borrower shall deposit or cause to be deposited $0 267,000 into the Interest Reserve AccountAccount as additional security for Borrower’s obligation to pay any amounts owed to Lender pursuant to the Note or any other Loan Document. Amounts On each monthly payment date through the monthly payment date occurring on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf or before March 31, 2015, and provided no Default then exists, Lender shall apply all or any part of the Borroweramounts escrowed pursuant to this Section 8.21 (including any interest earned on such amounts) to payment of accrued and unpaid interest due under the Note and to any payments required under the Swap Agreement (if applicable), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, Insufficiency of funds in the Interest Reserve Account as shall not relieve Borrower from its obligation to make payments under the Loan Documents, including, without limitation, the Note, or under any Swap Agreement, when due. Following a Default, Lender may apply all or any part of the related Collateral Report Determination Date will be applied as Interest Proceeds amounts escrowed pursuant to this Section 8.21 (including any interest earned on such Quarterly Payment Date amounts) to any obligations under the Loan Documents and/or to cure such Default, in accordance which event Borrower shall be required to restore all amounts so applied, as well as to cure any other aspect of such Default not cured by such application. Upon assignment of the Loan, Lender shall have the obligation to assign all amounts collected and in its possession to its assignee whereupon Lender shall be released from all liability with respect thereto. Upon full repayment of the Priority obligations under the Loan Documents (other than full repayment of Paymentsthe obligations under the Loan Documents as a consequence of a foreclosure or conveyance in lieu of foreclosure of the liens and security interests securing the obligations under the Loan Documents) or at such earlier time as Lender may elect, but solely the balance of all amounts collected and in Lender’s possession and not otherwise applied to the extent that payment of obligations as set forth in this Section 8.21 shall be released and paid to Borrower and no other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E)party shall have any right or claim thereto. On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.49

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I ORCC Financing II LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 0.00 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the 119 Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I “ORCC II Financing II LLC Interest Reserve 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 ““Interest Reserve Account”” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I ORCC Financing II LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 0.00 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank Account Bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena ABPCIC Funding I III LLC Interest Reserve Account, subject to the lien of State Street Bank and Trust Company, as the Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower)Collateral Manager, and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Calculation Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (EG). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Calculation Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closedPayments. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then the Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shallTrustee shall establish, on or prior to the Closing Date, establish a single, segregated trust account and thereafter maintain in the name “Athena Funding I LLC of the Trustee, a segregated account (the "Interest Reserve Account") solely with respect to this Agreement, subject to the lien of State Street Bank and Trust Company, as Collateral Agent be held in trust for the benefit of the Secured Parties”, which shall be designated as Holders of the “Interest Reserve Account” and which shall be governed solely by Certificates until disbursed pursuant to the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary Agreement, entitled "LaSalle National Bank, as trustee, in accordance with the Account Control Agreement trust for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1Holders of Xxxxxx Xxxxxxx Capital I Inc., the only permitted deposits to or withdrawals from the Commercial Mortgage Pass-Through Certificates, Series 1999-RM1 Interest Reserve Account." The Interest Reserve Account shall be an Eligible Account. On each Distribution Date occurring in accordance with (i) January of each calendar year that is not a leap year and (ii) February of each calendar year, the provisions of this AgreementMaster Servicer shall calculate the Withheld Amount. The Borrower On each such Distribution Date, the Trustee shall not have any legal, equitable or beneficial interest withdraw from the Distribution Account and deposit in the Interest Reserve Account other than an amount equal to the aggregate of the Withheld Amounts. If the Trustee shall deposit in accordance with this Agreement and the Priority of PaymentsInterest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account, any provision herein to the contrary notwithstanding. On or prior to the Closing DateDistribution Date in March of each calendar year, the Borrower Trustee shall deposit or cause transfer to be deposited $0 into the Interest Reserve Account. Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account. The Master Servicer may, from time to time, request the Trustee to make withdrawals from the Interest Reserve Account will to pay itself, as additional servicing compensation in accordance with Section 8.10, net interest and investment income earned in respect of amounts in the Interest Reserve Account. Funds in the Interest Reserve Account may be invested and, if invested, shall be invested at the direction of, and at the risk of, the Master Servicer in Eligible Investments selected by the Master Servicer which shall mature, unless payable on demand, not later than the Business Day immediately preceding the date that such funds are required to be transferred to the Distribution Account, and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "AMRESCO Services Provider (on behalf L.P., in trust for LaSalle National Bank, as Trustee for the Holders of the Borrower)Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1999-RM1." An amount equal to all income and earnings gain realized from all any such investment (to the extent not needed to offset losses from other investments) shall be paid to the Master Servicer as additional servicing compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments will shall be deposited for the account of the Master Servicer which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Collection Account as Interest Proceeds. On out of its own funds no later than the first Quarterly Payment next succeeding Master Servicer Remittance Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to (a) On the Closing Date, establish Funding Date the Borrowers shall deposit in a single, segregated trust deposit account at the Domestic Account Bank (the “Interest Reserve Account”) in the name “Athena Funding I LLC Interest Reserve Account, subject to the lien of State Street Bank Xxxxx Timberland and Trust Company, as Collateral Agent for the benefit of the Secured Parties”Administrative Agent, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement first priority secured party for the benefit of the Secured Lender Parties. Except as provided in Sections 6.4 and 9.1, the only permitted deposits to or withdrawals from sum representing approximately six-months interest on the Loans, calculated on a quarterly basis using a forward looking estimation of interest on the Loans, including the effect of any Rate Protection Agreements, as determined by the Borrowers and approved by the Administrative Agent (said funds, together with any interest thereon, the “Interest Reserve”). The Interest Reserve Account shall be in accordance with under the provisions sole dominion, control and direction of this Agreement. The Borrower the Administrative Agent, for the benefit of the Lender Parties, and neither Xxxxx Timberland nor any other Loan Party shall not have any legalrights to control the use of, equitable or beneficial interest any right to withdraw any amount from, the Interest Reserve Account, and Xxxxx Timberland and each other Loan Party acknowledge that the Domestic Account Bank shall comply only with instructions originated by the Administrative Agent without further consent by any of Xxxxx Timberland or the other Loan Parties. Notwithstanding the foregoing, funds of Xxxxx Timberland which are deposited in the Interest Reserve Account other may at the direction of Xxxxx Timberland, if no Default or Event of Default has occurred and is continuing, be invested in one or more Cash Equivalent Investments; provided, that under no circumstances shall the Lender Parties be liable for any losses that may be incurred by the Borrowers in the making of any such Cash Equivalent Investments. Except as provided below for periods in which the Loan to Value Ratio is less than 30%, the Borrowers shall be required to maintain an Interest Reserve representing approximately six-months interest on the Loans (as determined by the Borrowers and approved by the Administrative Agent), which shall be funded from the Receipt Waterfall, if necessary. During periods in which the Loan to Value Ratio is less than 30%, the Borrowers shall be required to maintain an Interest Reserve representing approximately three-months interest on the Loans (as determined by the Borrowers and approved by the Administrative Agent), which shall be funded from the Receipt Waterfall, if necessary. If and when the Interest Reserve Account is reduced to a level of approximately three-months interest on the Loans, as provided in the immediately preceding sentence, any excess funds in the Interest Reserve Account at such time shall be deposited directly into the Receipt Account for application in accordance with this Agreement the Receipt Waterfall. An Event of Default shall not result hereunder if the applicable Interest Reserve is not maintained as a result of insufficient funds being available from the Receipt Waterfall (it being understood that, notwithstanding the foregoing, compliance with the Fixed Charge Coverage Ratio is a separate and independent covenant that the Priority of PaymentsBorrowers are required to comply with as herein provided). On or prior If at any time the Borrowers fail to pay accrued interest on the Closing DateLoans when due, the Borrower shall deposit Administrative Agent may in its sole discretion, without notice to or cause to be deposited $0 into any consent by the Interest Reserve Account. Amounts Borrowers, apply amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by to pay such interest, and the Services Provider (on behalf Borrowers, subject to the terms of the BorrowerReceipt Waterfall, shall be required to deposit into the Interest Reserve Account an amount so that, in the determination of the Borrowers (subject to the approval of the Administrative Agent), approximately six-months of accrued interest (or three-months of accrued interest if the then applicable Loan to Value Ratio is less than 30%) on the Loans is on deposit therein. All interest which accrues on the Interest Reserve shall be taxable to the Borrowers, and earnings from all such investments will shall be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds retained in the Interest Reserve Account as of until the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of PaymentsReserve is fully funded, but solely to the extent that other Interest Proceeds are not available to satisfy all at which time amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve exceeding six-months of interest or three-months of interest (as applicable) on the Loans (as determined by the Borrowers and approved by the Administrative Agent) shall be transferred to the Receipt Account as of the related Collateral Report Determination Date will be and applied as Interest Proceeds on such Quarterly Payment Date provided in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementSection 9.3.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account with the Securities Intermediary in the name “Athena ABPCIC Funding I IV, LLC Interest Reserve Account, subject to the lien of State Street Bank and Trust Company, as the Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower)Collateral Manager, and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Calculation Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (EG). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Calculation Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closedPayments. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then the Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Core Income Funding I IV LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I ”ORCC Financing II LLC Interest Reserve 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 “”Interest Reserve Account”” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 0.00 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank Account Bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shallCredit Parties shall (unless the Purchaser elects to collect all interest payments in advance as contemplated by this Section 3.3 in lieu of the establishment of an Interest Reserve Account) have established an interest reserve and cash collateral account with Xxxxx Fargo Bank, N.A., or another financial institution reasonably acceptable to Purchaser (the “Interest Reserve Account”), and the Credit Parties shall have granted a first priority lien on and shall have taken all actions requested by Purchaser necessary for the Purchaser to have acquired a duly perfected security interest in the Interest Reserve Account, and all deposits therein and proceeds thereof, in favor of Purchaser. Simultaneous with the funding of each advance of the Loan evidenced by the Note, the Credit Parties shall deposit into the Interest Reserve Account an amount equal to the aggregate interest that will accrue on the principal amount of such advance at the Interest Rate (as defined in the Note) from the date of such advance through and including the Maturity Date (each, a “Required Interest Reserve Deposit,” and collectively, the “Required Interest Reserve Amount”). The Credit Parties shall be entitled to fund any Required Interest Reserve Deposit with the proceeds of the related advance under the Note. The Maturity Date may be extended as provided by the Note. If the Maturity Date is extended in compliance with the Note, then, as further provided in the Note, the Required Interest Reserve Amount shall be recalculated based on the adjusted Maturity Date and Interest Rate (as defined in the Note) (such recalculated amount being referred to herein as the “Additional Reserve”), and the Company shall deposit into the Interest Reserve Account, on or prior to the Closing original Maturity Date, establish a single, segregated trust account in the name “Athena Funding I LLC Interest Reserve Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit amount of the Secured Parties”, which Additional Reserve in cash. In the event that the Credit Parties shall be designated as the “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted deposits have failed to establish or withdrawals from maintain the Interest Reserve Account or shall be in accordance with have failed to take any actions requested by Purchaser necessary for the provisions of this Agreement. The Borrower shall not Purchaser to have any legal, equitable or beneficial acquired the duly perfected first priority lien on and security interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority deposits therein and proceeds thereof, as of Payments. On any date on which the funding or prior an advance hereunder is made, including the Initial Advance, or if the Purchaser elects to collect all interest payments in advance as contemplated by this paragraph in lieu of the establishment of an Interest Reserve Account, the Purchaser shall be entitled to hold back and refrain from funding an amount equal to the Closing Dateapplicable Required Interest Reserve Deposit (each, an “Interest Reserve Holdback”), which Interest Reserve Holdback the Purchaser shall apply to the payment of interest on the Note. For the avoidance of doubt, in the event that an Interest Reserve Holdback occurs, the Borrower shall deposit or cause to be deposited $0 into full advance, including the Interest Reserve Account. Amounts on deposit in Holdback, shall be deemed to have been funded and interest shall accrue thereon pursuant to the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf terms of the Borrower)applicable Note, and earnings from all such investments will the Purchaser shall not be deposited required to pay or be liable for any interest thereon in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as favor of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementCredit Parties.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena “Core Income Funding I LLC Interest Reserve 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 ““Interest Reserve Account”” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit establish at Account Bank, an account which shall constitute the Interest Reserve Account: account number #2000061913626. Account Bank shall have entered into a control agreement in the form of Exhibit Z hereto with respect to the Interest Reserve Account which grants the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in such accounts and all funds and proceeds therein. The Borrower shall take such further actions and execute such further documents in connection therewith as the Administrative Agent may request in order to perfect or cause to be deposited $0 into maintain the perfection or first priority of the Lien of the Secured Parties in the Interest Reserve Account. Amounts A portion of the Loan shall be deposited into the Interest Reserve Account in an amount equal to $13,740,000.00 on the Closing Date and such deposit (less applications by the Administrative Agent as set forth herein) shall be maintained in the Interest Reserve Account through the six month anniversary of the Opening Date, which six month anniversary is currently scheduled to occur on or about the date that is 15 months after the Closing Date, as such date may be adjusted pursuant to the terms and conditions set forth in this Agreement and in the other applicable Loan Documents (assuming that the Loan or extension of credit shall remain outstanding through such date). Subject to and in accordance with the terms of this Section 1.3.2(c) and Section 1.6.5, so long as no Potential Event of Default or Event of Default has occurred and is continuing, amounts on deposit in the Interest Reserve Account will may be invested available to the Borrower to pay all or a portion of interest payments when due in Eligible Investments selected by the Services Provider (on behalf respect of the Borrower)Loan that the Borrower is not otherwise, in the Administrative Agent’s determination, able to pay first from funds from operations or from other sources, provided that the Borrower agrees that it shall always first use its or any Credit Parties’ cash to make such interest payments when due, and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds Borrower is not relying on cash or other items on deposit in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds to make such interest payments when due, it being agreed that all cash and other items on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds deposit in the Interest Reserve Account as shall only be used to pay interest if, in the Administrative Agent’s sole and absolute discretion, no Credit Party possesses any unencumbered cash to make the required payment, or if the Administrative Agent elects, in its sole and absolute discretion, to do so during the continuance of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority an Event of Payments and Default. Prior to requesting a Disbursement from the Interest Reserve Account will be closedAccount, the Borrower shall deliver to the Administrative Agent copies of any and all statements, records or other documents requested by the Administrative Agent evidencing the Borrower’s and the other Credit Parties’ financial or cash-flow status or such Persons’ inability to fund such interest payments. The Interest Reserve Account No Credit Party shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases take any action in avoidance or hindrance of this provision (including investing cash in cash equivalents, illiquid assets or otherwise, or causing cash or other items of payment to be an Eligible Account Bank, unavailable at the time of payment). Cash or other items of payment shall only be deemed unavailable hereunder if such cash or other items of payment are required under applicable law to be retained by such Credit Party (such as “cage cash”) or if such cash or other items of payment are used in the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days ordinary course of business (and not in avoidance or hindrance hereof) for costs and expenses (such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementas accounts payable).

Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “Athena Funding I ORCC Financing II LLC Interest Reserve 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 “Interest Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 0.00 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.