Common use of ACCOUNTS AND COLLATERAL Clause in Contracts

ACCOUNTS AND COLLATERAL. Section 8.1 Collection of Money 130 Section 8.2 Collection Account 131 Section 8.3 Payment Account; Future Funding Reserve Account; Interest Reserve Account; Closing Expense Account 134 Section 8.4 Custodial Account 137 Section 8.5 Acquisition of Collateral Loans and Eligible Investments 139 Section 8.6 Release of Security Interest in Sold Collateral Loans and Eligible Investments; Release of Security Interests Upon Termination 139 Section 8.7 Method of Collateral Transfer 140 Section 8.8 Continuing Liability of the Borrower 141 Section 8.9 Reports 142 Section 9.1 Disbursements of Funds from Payment Account 143 Section 10.1 Sale of Collateral Loans 147 Section 10.2 Eligibility Criteria 150 Section 10.3 Conditions Applicable to all Sale and Purchase Transactions 150 Section 11.1 Temporary Disruption of Term SOFR 150 Section 11.2 Illegality 151 Section 11.3 Taxes 151 Section 11.4 Increased Cost and Reduced Return 155 Section 11.5 Replacement of Lenders 157 Section 12.1 Notices 159 Section 12.2 No Waivers 160 Section 12.3 Expenses; Indemnification 160 Section 12.4 Sharing of Set-Offs 161 Section 12.5 Amendments and Waivers 162 Section 12.6 Successors and Assigns 164 Section 12.7 Collateral; QP Status 166 Section 12.8 Governing Law; Submission to Jurisdiction 166 Section 12.9 Marshalling; Recapture 167 Section 12.10 Counterparts; Integration; Effectiveness 167 Section 12.11 Waiver of Jury Trial 167 Section 12.12 Survival 168 Section 12.13 Domicile of Loans 168 Section 12.14 Limitation of Liability 168 Section 12.15 Recourse; Non-Petition 168 Section 12.16 Confidentiality 169 Section 12.17 [Reserved] 170 Section 12.18 Direction of Collateral Agent 170 Section 12.19 Borrowings/Loans Made in the Ordinary Course of Business 170 Section 12.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 170 Section 12.21 PATRIOT Act 171 Section 12.22 Severability 171 Section 12.23 Electronic Signatures 171 Section 13.1 Assignment of Corporate Services Agreement and Sale and Contribution Agreement 172 Section 14.1 The Document Custodian 174 Section 14.2 Document Custodian Compensation 176 Section 14.3 Limitation on Liability 177 Section 14.4 Document Custodian Resignation 178 Section 14.5 Release of Documents 178 Section 14.6 Return of Related Contracts 179 Section 14.7 Access to Certain Documentation and Information Regarding the Related Contracts 179 Section 14.8 Custodian Agent 180 Section 14.9 Removal and Resignation 180 Section 15.1 Acknowledgement Regarding any Supported QFCs 000 Schedule A — Approved Appraisal Firms Schedule B — S&P Industry Classifications Schedule C — Closing Date Portfolio Schedule D — S&P Recovery Rate and Default Rate Tables Schedule E — [Reserved] Schedule F — [Reserved] Schedule G — Lender Commitment Amounts Exhibit A — Form of Note for Loans Exhibit B — Form of Notice of Borrowing Exhibit C — Form of Assignment and Assumption Agreement Exhibit D — Scope of Collateral Report Exhibit E — Scope of Payment Date Report Exhibit F — Scope of Asset-Level Reporting to Lenders Exhibit G — Form of Retention Letter Exhibit H — Form of Related Contract Document Request Exhibit I — Form of Tax Compliance Certificate Exhibit J — Form of Document Checklist Exhibit K — Authorized Representatives of Services Provider Exhibit L — Form of Prepayment/Commitment Reduction Notice Exhibit M — Form of Financial Statement Certificate of an Authorized Officer of the Borrower pursuant to Section 5.1(b) THIS CREDIT AGREEMENT dated as of July 15, 2022 is entered into by and among ATHENA FUNDING I LLC, a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, Collateral Administrator and Custodian, and ALTER DOMUS (US) LLC, as Document Custodian.

ACCOUNTS AND COLLATERAL. Section 8.1 Collection of Money 130 132 Section 8.2 Collection Account 131 134 Section 8.3 Payment Account; Future Funding Reserve Account; Interest Reserve Account; Closing Expense Account 134 137 Section 8.4 Custodial Account 137 140 Section 8.5 Acquisition of Collateral Loans and Eligible Investments 139 142 Section 8.6 Release of Security Interest in Sold Collateral Loans and Eligible Investments; Release of Security Interests Upon Termination 139 142 Section 8.7 Method of Collateral Transfer 140 143 Section 8.8 Continuing Liability of the Borrower 141 144 Section 8.9 Reports 142 145 Section 9.1 Disbursements of Funds from Payment Account 143 146 Section 10.1 Sale of Collateral Loans 147 150 Section 10.2 Eligibility Criteria 150 153 Section 10.3 Conditions Applicable to all Sale and Purchase Transactions 150 153 Section 11.1 Temporary Disruption of Term SOFR 150 153 Section 11.2 Illegality 151 154 Section 11.3 Taxes 151 154 Section 11.4 Increased Cost and Reduced Return 155 158 Section 11.5 Replacement of Lenders 157 160 Section 11.6 Benchmark Replacement; Conforming Changes 162 Section 12.1 Notices 159 162 Section 12.2 No Waivers 160 163 Section 12.3 Expenses; Indemnification 160 163 Section 12.4 Sharing of Set-Offs 161 164 Section 12.5 Amendments and Waivers 162 165 Section 12.6 Successors and Assigns 164 167 Section 12.7 Collateral; QP Status 166 170 Section 12.8 Governing Law; Submission to Jurisdiction 166 170 Section 12.9 Marshalling; Recapture 167 170 Section 12.10 Counterparts; Integration; Effectiveness 167 171 Section 12.11 Waiver of Jury Trial 167 171 Section 12.12 Survival 168 171 Section 12.13 Domicile of Loans 168 171 Section 12.14 Limitation of Liability 168 171 Section 12.15 Recourse; Non-Petition 168 172 Section 12.16 Confidentiality 169 172 Section 12.17 [Reserved] 170 173 Section 12.18 Direction of Collateral Agent 170 173 Section 12.19 Borrowings/Loans Made in the Ordinary Course of Business 170 174 Section 12.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 170 174 Section 12.21 PATRIOT Act 171 174 Section 12.22 Severability 171 175 Section 12.23 Electronic Signatures 171 175 Section 13.1 Assignment of Corporate Services Agreement and Sale and Contribution Agreement 172 Section 14.1 The Document Custodian 174 Section 14.2 Document Custodian Compensation 176 Section 14.3 Limitation on Liability 177 Section 14.4 Document Custodian Resignation 178 Section 14.5 Release of Documents 178 Section 14.6 Return of Related Contracts 179 Section 14.7 Access to Certain Documentation and Information Regarding the Related Contracts 179 Section 14.8 Custodian Agent 180 Section 14.9 Removal and Resignation 180 Section 15.1 Acknowledgement Regarding any Supported QFCs 000 Schedule A — Approved Appraisal Firms Schedule B — S&P Industry Classifications Schedule C — Closing Date Portfolio Schedule D — S&P Recovery Rate and Default Rate Tables Schedule E — [Reserved] Schedule F — [Reserved] Schedule G — Lender Commitment Amounts Exhibit A — Form of Note for Loans Exhibit B — Form of Notice of Borrowing Exhibit C — Form of Assignment and Assumption Agreement Exhibit D — Scope of Collateral Report Exhibit E — Scope of Payment Date Report Exhibit F — Scope of Asset-Level Reporting to Lenders Exhibit G — Form of Retention Letter Exhibit H — Form of Related Contract Document Request Exhibit I — Form of Tax Compliance Certificate Exhibit J — Form of Document Checklist Exhibit K — Authorized Representatives of Services Provider Exhibit L — Form of Prepayment/Commitment Reduction Notice Exhibit M — Form of Financial Statement Certificate of an Authorized Officer of the Borrower pursuant to Section 5.1(b) THIS CREDIT AGREEMENT dated as of July 15, 2022 is entered into by and among ATHENA FUNDING I LLC, a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, Collateral Administrator and Custodian, and ALTER DOMUS (US) LLC, as Document Custodian.175

ACCOUNTS AND COLLATERAL. Section 8.1 Collection of Money 130 132 Section 8.2 Collection Account 131 134 Section 8.3 Payment Account; Future Funding Reserve Account; Interest Reserve Account; Closing Expense Account 134 137 Section 8.4 Custodial Account 137 140 Section 8.5 Acquisition of Collateral Loans and Eligible Investments 139 142 Section 8.6 Release of Security Interest in Sold Collateral Loans and Eligible Investments; Release of Security Interests Upon Termination 139 142 Section 8.7 Method of Collateral Transfer 140 143 Section 8.8 Continuing Liability of the Borrower 141 144 Section 8.9 Reports 142 145 Section 9.1 Disbursements of Funds from Payment Account 143 146 Section 10.1 Sale of Collateral Loans 147 150 Section 10.2 Eligibility Criteria 150 153 Section 10.3 Conditions Applicable to all Sale and Purchase Transactions 150 153 Section 11.1 Temporary Disruption of Term SOFR 150 153 Section 11.2 Illegality 151 154 Section 11.3 Taxes 151 154 Section 11.4 Increased Cost and Reduced Return 155 158 Section 11.5 Replacement of Lenders 157 160 Section 11.6 Benchmark Replacement; Conforming Changes 162 Section 12.1 Notices 159 162 Section 12.2 No Waivers 160 163 Section 12.3 Expenses; Indemnification 160 163 Section 12.4 Sharing of Set-Offs 161 164 Section 12.5 Amendments and Waivers 162 165 Section 12.6 Successors and Assigns 164 167 Section 12.7 Collateral; QP Status 166 170 Section 12.8 Governing Law; Submission to Jurisdiction 166 170 Section 12.9 Marshalling; Recapture 167 170 Section 12.10 Counterparts; Integration; Effectiveness 167 171 Section 12.11 Waiver of Jury Trial 167 171 Section 12.12 Survival 168 171 Section 12.13 Domicile of Loans 168 171 Section 12.14 Limitation of Liability 168 171 Section 12.15 Recourse; Non-Petition 168 172 Section 12.16 Confidentiality 169 172 Section 12.17 [Reserved] 170 173 Section 12.18 Direction of Collateral Agent 170 173 Section 12.19 Borrowings/Loans Made in the Ordinary Course of Business 170 174 Section 12.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 170 174 Section 12.21 PATRIOT Act 171 174 Section 12.22 Severability 171 175 Section 12.23 Electronic Signatures 171 175 Section 13.1 Assignment of Corporate Services Agreement and Sale and Contribution Agreement 172 175 Section 14.1 The Document Custodian 174 177 Section 14.2 Document Custodian Compensation 176 180 Section 14.3 Limitation on Liability 177 180 Section 14.4 Document Custodian Resignation 178 181 Section 14.5 Release of Documents 178 181 Section 14.6 Return of Related Contracts 179 182 Section 14.7 Access to Certain Documentation and Information Regarding the Related Contracts 179 183 Section 14.8 Custodian Agent 180 183 Section 14.9 Removal and Resignation 180 183 Section 15.1 Acknowledgement Regarding any Supported QFCs 000 184 Schedule A — - Approved Appraisal Firms Schedule B — - S&P Industry Classifications Schedule C — - Closing Date Portfolio Schedule D — - S&P Recovery Rate and Default Rate Tables Schedule E — [Reserved] - S&P Recovery Rate Matrix Schedule F — - [Reserved] Schedule G — - Lender Commitment Amounts Exhibit A — - Form of Note for Loans Exhibit B — - Form of Notice of Borrowing Exhibit C — - Form of Assignment and Assumption Agreement Exhibit D — - Scope of Collateral Report Exhibit E — - Scope of Payment Date Report Exhibit F — - Scope of Asset-Level Reporting to Lenders Exhibit G — - Form of Retention Letter Exhibit H — - Form of Related Contract Document Request Exhibit I — - Form of Tax Compliance Certificate Exhibit J — - Form of Document Checklist Exhibit K — - Authorized Representatives of Services Provider Exhibit L — - Form of Prepayment/Commitment Reduction Notice Exhibit M — - Form of Financial Statement Certificate of an Authorized Officer of the Borrower pursuant to Section 5.1(b) THIS CREDIT AGREEMENT dated as of July 15, 2022 is entered into by and among ATHENA FUNDING I LLC, a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, Collateral Administrator and Custodian, and ALTER DOMUS (US) LLC, as Document Custodian.

ACCOUNTS AND COLLATERAL. Section 8.1 Collection of Money 130 138 Section 8.2 Collection Account 131 140 Section 8.3 Payment Account; Future Funding Reserve Account; Interest Reserve Account; Closing Expense Account 134 143 Section 8.4 Custodial Account 137 146 Section 8.5 Acquisition of Collateral Loans and Eligible Investments 139 148 Section 8.6 Release of Security Interest in Sold Collateral Loans and Eligible Investments; Release of Security Interests Upon Termination 139 148 Section 8.7 Method of Collateral Transfer 140 149 Section 8.8 Continuing Liability of the Borrower 141 150 Section 8.9 Reports 142 151 Section 9.1 Disbursements of Funds from Payment Account 143 152 Section 10.1 Sale of Collateral Loans 147 156 Section 10.2 Eligibility Criteria 150 159 Section 10.3 Conditions Applicable to all Sale and Purchase Transactions 150 160 Section 11.1 Temporary Disruption of Term SOFR 150 the Benchmark 160 Section 11.2 Illegality 151 160 Section 11.3 Taxes 151 161 Section 11.4 Increased Cost and Reduced Return 155 165 Section 11.5 Replacement of Lenders 157 167 Section 12.1 Notices 159 168 Section 12.2 No Waivers 160 169 Section 12.3 Expenses; Indemnification 160 169 Section 12.4 Sharing of Set-Offs 161 171 Section 12.5 Amendments and Waivers 162 Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation 171 Section 12.6 Successors and Assigns 164 175 Section 12.7 Collateral; QP Status 166 178 Section 12.8 Governing Law; Submission to Jurisdiction 166 178 Section 12.9 Marshalling; Recapture 167 179 Section 12.10 Counterparts; Integration; Effectiveness 167 179 Section 12.11 Waiver of Jury Trial 167 179 Section 12.12 Survival 168 179 Section 12.13 Domicile of Loans 168 179 Section 12.14 Limitation of Liability 168 179 Section 12.15 Recourse; Non-Petition 168 180 Section 12.16 Confidentiality 169 180 Section 12.17 [Reserved] 170 181 Section 12.18 Direction of Collateral Agent 170 182 Section 12.19 Borrowings/Loans Made in the Ordinary Course of Business 170 182 Section 12.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 170 182 Section 12.21 PATRIOT Act 171 182 Section 12.22 Severability 171 183 Section 12.23 Electronic Signatures 171 183 Section 13.1 Assignment of Corporate Services Agreement and Sale and Contribution Agreement 172 Section 14.1 The Document Custodian 174 Section 14.2 Document Custodian Compensation 176 Section 14.3 Limitation on Liability 177 Section 14.4 Document Custodian Resignation 178 Section 14.5 Release of Documents 178 Section 14.6 Return of Related Contracts 179 Section 14.7 Access to Certain Documentation and Information Regarding the Related Contracts 179 Section 14.8 Custodian Agent 180 Section 14.9 Removal and Resignation 180 Section 15.1 Acknowledgement Regarding any Supported QFCs 000 Schedule A — Approved Appraisal Firms Schedule B — S&P Industry Classifications Schedule C — Closing Date Portfolio Schedule D — S&P Recovery Rate and Default Rate Tables Schedule E — [Reserved] Schedule F — [Reserved] Schedule G — Lender Commitment Amounts Exhibit A — Form of Note for Loans Exhibit B — Form of Notice of Borrowing Exhibit C — Form of Assignment and Assumption Agreement Exhibit D — Scope of Collateral Report Exhibit E — Scope of Payment Date Report Exhibit F — Scope of Asset-Level Reporting to Lenders Exhibit G — Form of Retention Letter Exhibit H — Form of Related Contract Document Request Exhibit I — Form of Tax Compliance Certificate Exhibit J — Form of Document Checklist Exhibit K — Authorized Representatives of Services Provider Exhibit L — Form of Prepayment/Commitment Reduction Notice Exhibit M — Form of Financial Statement Certificate of an Authorized Officer of the Borrower pursuant to Section 5.1(b) THIS CREDIT AGREEMENT dated as of July 15, 2022 is entered into by and among ATHENA FUNDING I LLC, a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, Collateral Administrator and Custodian, and ALTER DOMUS (US) LLC, as Document Custodian.183