Common use of Accounts Generally Clause in Contracts

Accounts Generally. (a) Funds on deposit in each Transaction Account shall be invested by the Transaction Account Bank in Permitted Investments at the direction of Seller. Such investments made at any time will mature so that funds will be available for withdrawal no later than the following Settlement Date. All earnings on such investment during any such Settlement Period shall be deemed to be Available Funds on the related Settlement Date. (b) If any Transaction Account shall cease to be an Eligible Account, the Administrator, until the Senior Investor Balance has been reduced to zero, shall, as necessary, cause each such account to be moved to an institution at which it shall be an Eligible Account. (c) The Administrator shall have exclusive control of the Transaction Accounts. To the extent that a Transaction Account constitutes a “securities account” as defined in Section 8-501(a) of the UCC, the Transaction Account Bank shall act as securities intermediary and will treat the Administrator as entitled to exercise the rights that comprise such property, including all security entitlements, securities, financial assets, investment property and instruments (each as defined in the UCC) attributable to such Transaction Account. In the event that a Transaction Account is not considered to be a “securities account” under applicable law, such Transaction Account shall be deemed to be a “deposit account” (as defined in the UCC) to the extent a security interest can be granted and perfected under the UCC in such Transaction Account as a deposit account, and the Transaction Account Bank shall maintain such account not as a securities intermediary but as a “bank” (as defined in the UCC). The Administrator shall be deemed to be the customer of the Transaction Account Bank for purposes of such Transaction Account and as such shall be entitled to all rights that customers of banks have under applicable law with respect to deposit accounts, including the right to withdraw funds from, or close, such Transaction Account (which rights shall be exercised in accordance with the terms of this Agreement). Unless a Replacement Event shall take place and be continuing, the Administrator shall instruct the Transaction Account Bank to allow Servicer access to funds in the Transaction Accounts in order to effect the application of funds described in (and subject to the terms of) this Agreement and the other Transaction Documents.

Accounts Generally. Except as provided below, on or before the date hereof (aor subject to the prior consent of the Administrative Agent, following the date hereof), the Borrower shall establish at the Custodian (i) Funds a segregated non-interest bearing securities account (the "Custodial Account") to which all Portfolio Assets will be credited, (ii) a segregated non-interest bearing securities account into which all cash proceeds received in connection with the Portfolio Assets representing Interest Proceeds will be deposited (the "Interest Collection Subaccount"), (iii) a segregated non-interest bearing securities account into which all cash proceeds received in connection with the Portfolio Assets representing Principal Proceeds will and all Loan proceeds will (other than as contemplated by (v) below) be deposited (the "Principal Collection Subaccount" and, together with the Interest Collection Subaccount, the " Collection Account"), (iv) a segregated non-interest bearing securities account into which all cash received by the Borrower from the issuance of Membership Interests will be deposited (the "Investor Account") and (v) a segregated non-interest bearing securities account into which, with respect to each Delayed Drawdown Loan, the portion of Loan proceeds and proceeds withdrawn from the Investor Account, in each case as contemplated by Section 2(c) representing the undrawn amounts in respect of such Delayed Drawdown Loan, will be deposited (the "Delayed Drawdown Account"). Amounts on deposit in each Transaction the Collection Account and the Investor Account shall be invested by the Transaction Account Bank in Permitted Investments at the direction of Sellerthe Collateral Manager in Eligible Investments pending the withdrawal from or application of funds therefrom as permitted under this Section 4(a). Such investments made at The only permitted withdrawal from or application of assets credited to the Custodial Account shall be to deliver such assets in connection with a sale, termination, repayment or other disposition of such asset in accordance with this Agreement against payment or exchange. Any cash payment received in connection with any time will mature so such disposition shall be deposited into the Principal Collection Subaccount (except that proceeds constituting the purchase of accrued interest shall be deposited into the Interest Collection Subaccount to the extent such proceeds exceed any portion of such accrued interest which was originally purchased by the Borrower with proceeds of Loans or amounts on deposit in the Investor Account or the Principal Collection Subaccount) or paid to the Administrative Agent as provided herein, and any non‑cash asset received in exchange shall be credited to the Custodial Account promptly. The Borrower (or the Collateral Manager on behalf of the Borrower) shall instruct each obligor under the Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the Collateral to the Collection Account. The only permitted withdrawal from or application of funds on deposit in the Collection Account shall be to make payments expressly provided for in this Agreement. The only permitted withdrawals from or application of funds on deposit in the Investor Account shall be to (i) purchase Assets and fund the Delayed Drawdown Account in accordance with Section 2(c), (ii) make prepayments on outstanding Loans in accordance with Section 2(g), (iii) make payments in accordance with Section 4(b) and (iv) solely in the case of the Interim Distribution Amount and the Lender Payment Amount, make such distributions as may be determined by the Borrower. Any funds in the Delayed Drawdown Account will be available for withdrawal no later than solely to cover any drawdowns on a Delayed Drawdown Loan; provided that an amount equal to the following Settlement DateDelayed Drawdown Excess may be transferred from time to time to the Principal Collection Subaccount as Principal Proceeds. All earnings on such investment during any such Settlement Period The Accounts shall be deemed to be Available Funds on the related Settlement Date. (b) If any Transaction Account shall cease to be an Eligible Account, the Administrator, until the Senior Investor Balance has been reduced to zero, shall, as necessary, cause each such account to be moved to an institution at which it shall be an Eligible Account. (c) The Administrator shall have exclusive control of the Transaction Accounts. To the extent that a Transaction Account constitutes a “securities account” as defined in Section 8-501(a) of the UCC, the Transaction Account Bank shall act as securities intermediary and will treat the Administrator as entitled to exercise the rights that comprise such property, including all security entitlements, securities, financial assets, investment property and instruments (each as defined in the UCC) attributable to such Transaction Account. In the event that a Transaction Account is not considered to be a “securities account” under applicable law, such Transaction Account shall be deemed to be a “deposit account” (as defined in the UCC) to the extent a security interest can be granted and perfected under the UCC in such Transaction Account as a deposit account, and the Transaction Account Bank shall maintain such account not as a securities intermediary but as a “bank” (as defined in the UCC). The Administrator shall be deemed to be the customer of the Transaction Account Bank for purposes of such Transaction Account and as such shall be entitled to all rights that customers of banks have under applicable law with respect to deposit accounts, including the right to withdraw funds from, or close, such Transaction Account (which rights shall be exercised maintained in accordance with the terms of Account Control Agreement. Notwithstanding anything in this Agreement). Unless a Replacement Event shall take place and be continuingAgreement to the contrary, with respect to any reference hereunder or in any other Transaction Document to any deposit or credit to, or withdrawal or distribution from, any Account, the Administrator Administrative Agent, in its sole discretion, shall instruct the Transaction determine to which Account Bank any amount is deemed to allow Servicer access to funds in the Transaction Accounts in order to effect the application of funds described in (and subject to the terms of) this Agreement and the other Transaction Documentsbe credited to, or withdrawn from.

Accounts Generally. (a) Funds on deposit in The Accounts are, and shall each Transaction Account shall be invested by the Transaction Account Bank in Permitted Investments at the direction of Seller. Such investments made at any time will mature so that funds will be available for withdrawal no later than the following Settlement Date. All earnings on such investment during any such Settlement Period shall be deemed to be Available Funds on the related Settlement Date. (b) If any Transaction Account shall cease to be an Eligible Accounttreated as, the Administrator, until the Senior Investor Balance has been reduced to zero, shall, as necessary, cause each such account to be moved to an institution at which it shall be an Eligible Account. (c) The Administrator shall have exclusive control of the Transaction Accounts. To the extent that a Transaction Account constitutes a “securities account” as such term is defined in Section 8-501(a) of the UCC or a “deposit account” as such term is defined in Section 9-102(a)(29) of the UCC, as the Transaction Account Bank context may require. Each item of property (whether investment property, financial asset, securities, instrument, cash or other property) credited to the Accounts shall act be treated as securities intermediary and will a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. Borrower agrees that the each applicable bank shall, subject to the terms of this Agreement, treat the Administrator Lender as entitled to exercise the rights that comprise such property, including all security entitlements, securities, any financial assets, investment asset credited to the Accounts. All securities or other property and instruments underlying any financial assets credited to the Accounts (each as defined other than cash) shall be registered in the UCCname of the applicable bank, indorsed to the such bank (or in blank) attributable or credited to another securities account maintained in the name of the applicable bank, and in no case will any financial asset credited to any such Transaction account be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower. Subject to the terms and conditions of this Agreement, the Accounts shall be under the sole dominion and control of Lender (which dominion and control may be exercised by Servicer). Lender and Servicer shall have the sole right to make withdrawals from the Accounts (without limiting the terms and conditions of this Agreement or the Clearing Account Agreement), and all out-of-pocket costs and expenses for establishing and maintaining the Accounts incurred by Lender or Cash Management Bank shall be paid by Borrower. Lender may replace the Accounts or establish new Accounts from time to time in its sole discretion, and Borrower hereby agrees that it shall take all reasonable action necessary to facilitate the transfer of the respective obligations, duties and rights of the any applicable bank to the successor thereof selected by Lender in its sole discretion. If Lender transfers or assigns the Loan, at Lender’s request, the names/beneficiaries of the Accounts may be changed by such transferee of the Loan. Funds in the Clearing Account and the Cash Management Account shall not bear interest (except, with respect to the Cash Management Account, to the extent that the Reserve Accounts are actually subaccounts of the Cash Management Account). In no event shall Lender or any Servicer be required to select any particular interest- bearing account or the event account that a Transaction Account is not considered to yields the highest rate of interest, provided that selection of the account shall be a “securities account” under consistent with the general standards at the time being utilized by Lender or such Servicer, as applicable, in establishing similar accounts for loans of comparable type. All such interest that so becomes part of the applicable law, such Transaction Reserve Account shall be deemed disbursed in accordance with the disbursement procedures contained herein applicable to be a “deposit account” (as defined such Reserve Account; provided, however, that Lender may, at its election, retain any such interest for its own account during the occurrence and continuance of an Event of Default. Provided no Event of Default has occurred and is continuing beyond any applicable cure periods, Lender or Servicer will direct such bank or financial institution where Reserve Accounts are established from time to time to invest funds in the UCC) to the extent Reserve Accounts in an interest bearing account at a security money market rate customarily offered by such bank or financial institution (provided, however, that interest can be granted and perfected under the UCC in such Transaction Account as a deposit account, and the Transaction Account Bank shall maintain such account not as a securities intermediary but as a “bank” (as defined in the UCC). The Administrator shall be deemed to be the customer of the Transaction Account Bank for purposes of such Transaction Account and as such shall be entitled to all rights that customers of banks have under applicable law paid or payable with respect to deposit accountsany such account may not be based on the highest rate of interest payable by Lender or such bank or institution on deposits and shall not be calculated based on any particular external interest rate or interest rate index, including nor shall any such interest reflect the right interest rate utilized by Lender or such bank or institution to withdraw funds fromcalculate interest payable on deposits held with respect to any particular loan or borrower or class of loans or borrowers, and Lender shall have no liability with respect to the amount of interest paid and/or loss of principal). Any interest or close, such Transaction Account (other earnings which rights may accrue on the amounts held in Reserve Accounts shall be exercised added to the applicable Reserve Account and be allocated and/or disbursed in accordance with the terms of this Agreement)hereof applicable to such Reserve Account. Unless a Replacement Event The Reserve Funds shall take place not constitute trust funds and may be continuing, the Administrator shall instruct the Transaction Account Bank to allow Servicer access to funds held in the Transaction Accounts in order to effect the application of funds described in (Lender’s name and subject to the terms of) this Agreement and the commingled with other Transaction Documentsmonies held by Lender.

Accounts Generally. (a) Funds on deposit in each Transaction Account shall be invested by the Transaction Account Bank in Permitted Investments at the direction of Seller. Such investments made If at any time Administrative Agent reasonably determines that the funds available in any Reserve Account will mature so that not be sufficient to pay for the cost or expense for which such funds will have been required to be available deposited with Administrative Agent hereunder by the date required therefor, or if Administrative Agent determines in good faith (based on the then-current Approved Annual Budget or on review of a physical conditions report for withdrawal no later than the following Settlement Date. All earnings on such investment during Property, or any other objective, third party source) to reassess its estimate of the amount reasonably necessary to be reserved for any such Settlement Period costs or expenses, then, at Administrative Agent’s option provided to Borrower in writing, Borrower shall be deemed increase its monthly payments to be Available Funds on Administrative Agent with respect to the related Settlement Date. applicable Reserve Account(s) by the amount that Administrative Agent so notifies Borrower is required and/or deposit the shortfall amount determined by Administrative Agent into the applicable Reserve Account(s) within twenty (b20) If Business Days of notice from Administrative Agent. The insufficiency of any Transaction balance in any Reserve Account shall cease not relieve Borrower from its obligations under the Loan Documents. Subject to be an Eligible the terms and conditions of this Agreement, the Cash Management Account, the Administrator, until the Senior Investor Balance has been reduced to zero, shall, as necessary, cause each such account to be moved to an institution at which it shall be an Eligible Clearing Account. (c) The Administrator shall have exclusive control of the Transaction Accounts. To the extent that a Transaction Account constitutes a “securities account” as defined in Section 8-501(a) of the UCC, the Transaction Account Bank shall act as securities intermediary and will treat the Administrator as entitled to exercise the rights that comprise such property, including all security entitlements, securities, financial assets, investment property and instruments (each as defined in the UCC) attributable to such Transaction Account. In the event that a Transaction Account is not considered to be a “securities account” under applicable law, such Transaction Account shall be deemed to be a “deposit account” (as defined in the UCC) to the extent a security interest can be granted and perfected under the UCC in such Transaction Account as a deposit account, and the Transaction Reserve Accounts shall be under the sole dominion and control of Administrative Agent (which dominion and control may be exercised by Servicer), Administrative Agent and Servicer shall have the sole right to make withdrawals from such accounts (without limiting the terms and conditions of this Agreement or the Clearing Account Bank Agreement), and all costs and expenses for establishing and maintaining such accounts shall maintain be paid by Borrower. Administrative Agent may replace such account accounts or establish new accounts from time to time in its sole discretion, and ▇▇▇▇▇▇▇▇ hereby agrees that it shall take all action reasonably necessary to facilitate the transfer of the respective obligations, duties and rights of any applicable bank to the successor thereof selected by Administrative Agent in its sole discretion. Interest or other earnings that may accrue with respect to any funds held in a Reserve Account (if any) shall not as a securities intermediary but as a “bank” be required to be remitted to Borrower or any Reserve Account and shall instead he retained by Administrative Agent (as defined in the UCCor at Administrative Agent’s election, its Servicer or any other designee of Administrative Agent). The Administrator shall be deemed to be the customer of the Transaction Account Bank for purposes of such Transaction Account and as such shall be entitled to all rights that customers of banks have under applicable law with respect to deposit accounts, including the right to withdraw funds from, or close, such Transaction Account (which rights shall be exercised in accordance with the terms of this Agreement). Unless a Replacement Event shall take place and be continuing, the Administrator shall instruct the Transaction Account Bank to allow Servicer access to funds in the Transaction Reserve Accounts shall not constitute trust funds and may be held in order to effect the application of funds described in (Administrative Agent’s name and subject to the terms of) this Agreement and the commingled with other Transaction Documentsmonies held by Administrative Agent.

Accounts Generally. (a) Funds on deposit in each Transaction Account shall be invested by the Transaction Account Bank in Permitted Investments at the direction of Seller. Such investments made at any time will mature so that funds will be available for withdrawal no later than the following Settlement Date. All earnings on such investment during any such Settlement Period shall be deemed to be Available Funds on the related Settlement Date. (b) If any Transaction Account shall cease to be an Eligible Account, the Administrator, until the Senior Investor Balance has been reduced to zero, shall, as necessary, cause each such account to be moved to an institution at which it shall be an Eligible Account. (c) The Administrator shall have exclusive control of the Transaction Accounts. To the extent that a Transaction Account constitutes a “"securities account” " as defined in Section 8-501(a) of the UCC, the Transaction Account Bank shall act as securities intermediary and will treat the Administrator as entitled to exercise the rights that comprise such property, including all security entitlements, securities, financial assets, investment property and instruments (each as defined in the UCC) attributable to such Transaction Account. In the event that a Transaction Account is not considered to be a “"securities account” " under applicable law, such Transaction Account shall be deemed to be a “"deposit account” " (as defined in the UCC) to the extent a security interest can be granted and perfected under the UCC in such Transaction Account as a deposit account, and the Transaction Account Bank shall maintain such account not as a securities intermediary but as a “"bank” " (as defined in the UCC). The Administrator shall be deemed to be the customer of the Transaction Account Bank for purposes of such Transaction Account and as such shall be entitled to all rights that customers of banks have under applicable law with respect to deposit accounts, including the right to withdraw funds from, or close, such Transaction Account (which rights shall be exercised in accordance with the terms of this Agreement). Unless a Replacement Event shall take place and be continuing, the Administrator shall instruct the Transaction Account Bank to allow Servicer access to funds in the Transaction Accounts in order to effect the application of funds described in (and subject to the terms of) this Agreement and the other Transaction Documents.

Accounts Generally. (a) Funds on deposit in The Accounts are, and shall each Transaction Account shall be invested by the Transaction Account Bank in Permitted Investments at the direction of Seller. Such investments made at any time will mature so that funds will be available for withdrawal no later than the following Settlement Date. All earnings on such investment during any such Settlement Period shall be deemed to be Available Funds on the related Settlement Date. (b) If any Transaction Account shall cease to be an Eligible Accounttreated as, the Administrator, until the Senior Investor Balance has been reduced to zero, shall, as necessary, cause each such account to be moved to an institution at which it shall be an Eligible Account. (c) The Administrator shall have exclusive control of the Transaction Accounts. To the extent that a Transaction Account constitutes a “securities account” as such term is defined in Section 8-501(a) of the UCC or a “deposit account” as such term is defined in Section 9-102(a)(29) of the UCC, as the Transaction Account Bank context may require. Each item of property (whether investment property, financial asset, securities, instrument, cash or other property) credited to the Accounts shall act be treated as securities intermediary and will a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. Borrower agrees that the each applicable bank shall, subject to the terms of this Agreement, treat the Administrator Lender as entitled to exercise the rights that comprise such property, including all security entitlements, securities, any financial assets, investment asset credited to the Accounts. All securities or other property and instruments underlying any financial assets credited to the Accounts (each as defined other than cash) shall be registered in the UCCname of the applicable bank, indorsed to the such bank (or in blank) attributable or credited to another securities account maintained in the name of the applicable bank, and in no case will any financial asset credited to any such Transaction account be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower. Subject to the terms and conditions of this Agreement, the Accounts shall be under the sole dominion and control of Lender (which dominion and control may be exercised by Servicer). Lender and Servicer shall have the sole right to make withdrawals from the Accounts (without limiting the terms and conditions of this Agreement or the Clearing Account Agreement), and all out-of-pocket costs and expenses for establishing and maintaining the Accounts incurred by Lender or Cash Management Bank shall be paid by Borrower. Lender may replace the Accounts or establish new Accounts from time to time in its sole discretion, and Borrower hereby agrees that it shall take all reasonable action necessary to facilitate the transfer of the respective obligations, duties and rights of the any applicable bank to the successor thereof selected by Lender in its sole discretion. If Lender transfers or assigns the Loan, at Lender’s request, the names/beneficiaries of the Accounts may be changed by such transferee of the Loan. Funds in the Clearing Account and the Cash Management Account shall not bear interest (except, with respect to the Cash Management Account, to the extent that the Reserve Accounts are actually subaccounts of the Cash Management Account). In no event shall Lender or any Servicer be required to select any particular interest- bearing account or the event account that a Transaction Account is not considered to yields the highest rate of interest, provided that selection of the account shall be a “securities account” under consistent with the general standards at the time being utilized by Lender or such Servicer, as applicable, in establishing similar accounts for loans of comparable type. All such interest that so becomes part of the applicable law, such Transaction Reserve Account shall be deemed to be a “deposit account” (as defined in the UCC) to the extent a security interest can be granted and perfected under the UCC in such Transaction Account as a deposit account, and the Transaction Account Bank shall maintain such account not as a securities intermediary but as a “bank” (as defined in the UCC). The Administrator shall be deemed to be the customer of the Transaction Account Bank for purposes of such Transaction Account and as such shall be entitled to all rights that customers of banks have under applicable law with respect to deposit accounts, including the right to withdraw funds from, or close, such Transaction Account (which rights shall be exercised disbursed in accordance with the terms disbursement procedures contained herein applicable to such Reserve Account; provided, however, that Lender may, at its election, retain any such interest for its own account during the occurrence and continuance of this Agreement)an Event of Default. Unless a Replacement Provided no Event shall take place of Default has occurred and be continuingis continuing beyond any applicable cure periods, the Administrator shall instruct the Transaction Account Bank Lender or Servicer will direct such bank or financial institution where Reserve Accounts are established from time to allow Servicer access time to invest funds in the Transaction Reserve Accounts in order to effect the application of funds described in (and subject to the terms of) this Agreement and the other Transaction Documents.an interest bearing account at a money market rate