Common use of Collection Accounts Clause in Contracts

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a the "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day (two Business Days in the case of Saxon) after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days (one Business Day in the case of Saxon) after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee Master Servicer of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of With respect to the TrusteeMortgage Loans, each the Master Servicer shall establish and maintain, or cause to be established and maintained, maintain one or more separate Eligible Accounts (each such account or accountseach, a "“Collection Account"), held in trust ”) for the benefit of the TrusteeOwner for the purposes set forth herein. On behalf Collection Accounts shall be denominated “Collection Account, Midland Loan Services, a Division of PNC Bank, National Association for the Trustee, each benefit of PennyMac Corp.” or in such other manner as the Owner prescribes. The Master Servicer shall deposit or cause to be deposited in into the clearing account Collection Accounts within one (which account must be an Eligible Account1) in which it customarily deposits Business Day after receipt all payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior after the date hereof with respect to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; , other than payments and collections with respect to any REO Property (ii) all payments on account of interest (net of which shall be deposited into the REO Account from amounts withdrawn from the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited REO Account pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased 3.11(a)), Escrow Payments or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need Additional Servicing Compensation. (b) The Master Servicer shall make withdrawals from the Collection Accounts only as follows (the order set forth below not be constituting an order of priority for such withdrawals): (i) to withdraw any amount deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount Accounts which was not required to be deposited therein; (ii) pursuant to Section 5.01, it may at any time withdraw such amount from its Collection Account, any provision herein to pay to the contrary notwithstanding.Master Servicer or the Special Servicer the Servicing Fee, Special Servicing Fee, Additional Servicing Compensation, Workout Fee and Disposition Fee on each Remittance Date; (biii) Funds pursuant to Section 5.02, to pay any Servicing Expenses; (iv) to pay to the Master Servicer from time to time any interest or investment income earned on funds deposited in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in pursuant to Section 3.12. Each Servicer shall give notice 3.04; (v) to remit to the Trustee Owner on each Remittance Date, pursuant to wiring instructions from the Owner, all amounts on deposit in the Collection Accounts (that represent good funds) as of the location close of business on the related Determination Date, net of any withdrawals from the Collection Account maintained by it when established pursuant to this Section; and (vi) to clear and prior to any change thereof in accordance with Section 3.07(f)terminate the Collection Accounts upon the termination of this Agreement.

Collection Accounts. (ai) On behalf The Borrower has established with each Collection Account Bank one or more Collection Accounts subject, in each case, to a fully executed Collection Account Agreement. The Borrower agrees that the Administrative Agent shall have exclusive dominion and control of the Trusteeeach Collection Account and all monies, each Servicer instruments and other property from time to time on deposit therein. The Borrower shall establish and maintain, not make or cause to be established made, or have any ability to make or cause to be made, any withdrawals from any Collection Account except as provided in Section 6.01(b)(ii). The Administrative Agent hereby agrees that until such time as it exercises its right to take control of the Collection Accounts under Section 7.05(d), the Administrative Agent will not instruct any Collection Account Bank to make any withdrawals from any related Collection Account except to remit such amounts to a Concentration Account in accordance with Section 6.01(b)(ii). (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all existing Obligors of Transferred Receivables, and maintainedshall instruct all future Obligors of such Receivables, to make payments in respect thereof only (A) by check or money order mailed to one or more separate Eligible Accounts lockboxes or post office boxes subject to a Collection Account Agreement (each such account a “Lockbox” and collectively the “Lockboxes”) or accounts, (B) by wire transfer or moneygram directly to a "Collection Account or a Concentration Account. The Borrower (or the Servicer on the Borrower’s behalf) has instructed all Collection Account Banks to deposit all items sent to a Lockbox directly into a Collection Account". The Borrower (or the Servicer on Borrower’s behalf) shall endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in the Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. In addition, the Borrower shall deposit or cause to be deposited into a Collection Account all cash, checks, money orders or other proceeds of Transferred Receivables or Borrower Collateral received by it other than in a Lockbox or a Collection Account, in the form so received (with all necessary endorsements), not later than the close of business on the second Business Day following the date of receipt thereof, and until so deposited all such items or other proceeds shall be held in trust for the benefit of the TrusteeAdministrative Agent. On behalf of the Trustee, each Servicer The Borrower shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, not make and shall thereafter deposit not permit the Servicer to make any deposits into a Lockbox or any Collection Account except in accordance with the related Collection Account, in no event more than two Business Days after the deposit terms of such funds into the clearing account, as and when received this Agreement or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (any other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan;Transaction Document. (iii) If, for any reason, a Collection Account Agreement terminates or any Collection Account Bank fails to comply with its obligations under the Collection Account Agreement to which it is a party, then the Borrower shall promptly notify all Insurance Proceeds and Condemnation Proceeds Obligors of Transferred Receivables who had previously been instructed to the extent make wire payments to a Collection Account maintained at any such Insurance Proceeds and Condemnation Proceeds are not Collection Account Bank to be applied make all future payments to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related a new Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased Account in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a6.01(a)(iii)) by such Servicer. The foregoing requirements for deposit Borrower shall not close any Collection Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Collection Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Collection Account Bank or with such new depositary institution substantially in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality form of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related predecessor Collection Account and shall, upon collection, belong Agreement or that is satisfactory in all respects to the applicable Servicer as additional compensation Administrative Agent (whereupon, for its servicing activities. In all purposes of this Agreement and the event other Transaction Documents, such new account shall become a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, such new agreement shall become a Collection Account Agreement and any provision herein new depositary institution shall become a Collection Account Bank), and (D) taken all such action as the Administrative Agent shall reasonably require to grant and perfect a first priority Lien in such new Collection Account to the contrary notwithstanding. (bAdministrative Agent under Section 7.01 of this Agreement. Except as permitted by this Section 6.01(a) Funds in or Section 5.03(d), the Borrower shall not, and shall not permit the Servicer to, open any new Lockbox or Collection Accounts may be invested in Permitted Investments in accordance with Account without the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee prior written consent of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)Administrative Agent.

Collection Accounts. (a) On behalf of the Trustee, each the Servicer shall establish and maintain, or cause to be established and maintained, one or more separate segregated Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. Funds in the Collection Account shall not be commingled with any other funds of the Servicer. On behalf of the Trustee, each the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices Practices) and all Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 3.12(b) in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such the Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this AgreementAgreement and any Substitution Adjustment Amount; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such the Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each the Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a the Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its the Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each The Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate segregated Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. Funds in the Collection Account shall not be commingled with any other funds of the Servicers. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 3.12(b) in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this AgreementAgreement and any Substitution Adjustment Amount; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee Securities Administrator of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each the Servicer shall establish and maintain, or cause to be established and maintained, one or more separate segregated Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. Funds in the Collection Account shall not be commingled with any other funds of the Servicer. On behalf of the Trustee, each the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 3.12(b) in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such the Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this AgreementAgreement and any Substitution Adjustment Amount; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such the Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each the Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a the Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each The Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the related Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of With respect to Collections and the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "------------------- Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent theretoAccounts: (i) the Seller has caused the originator and the Collection Agent to instruct all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments on account at a store location of principal, including Principal Prepayments, on -------- the Mortgage Loansoriginator; (ii) the Originator has agreed to cause each of its stores (A) to deposit all payments In-Store Collections with a local bank within one Business Day of its receipt thereof, and (B) on account the same day as such deposit, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or by wire transfer) of interest all such In-Store Collections; the originator has agreed to remit to the "Sub-Servicer" under the Transfer Agreement, on the date of receipt of any such In-Store Collections in the Concentration Account, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (net or shall disburse the same in the manner and to such Persons as the Collection Agent shall otherwise direct in accordance with the terms and provisions of this Agreement); and the Collection Agent, if it receives any of the related Servicing Feesame, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the -------- ------- Seller nor the Originator shall be in breach of its obligations under clause (A) on each Mortgage Loanabove if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt; (iii) all Insurance Proceeds Collections in the Lock-Boxes are deposited, on the same Business Day received, directly into a Lock-Box Account and Condemnation Proceeds the Seller shall thereupon make the same available to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor Collection Agent for application in accordance with Article VI and the express requirements other terms and provisions of law or in accordance with Accepted Servicing Practices and Liquidation Proceedsthis Agreement; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection all Lock-Boxes, Lock-Box Accounts and Concentration Accounts as of the date hereof, together with any losses realized the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Permitted Investments Exhibit III and, with respect to funds held each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in the related Collection AccountSection 5.2(b) with respect thereto; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) a Collection Account Agreement in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the appropriate form, has been duly executed and delivered by the applicable Collection Accounts may be invested in Permitted Investments in accordance with Bank, the provisions set forth in Section 3.12. Each Servicer shall give notice to Originator and the Trustee of the location of the related Seller, and such Collection Account maintained Agreement remains in full force and effect. The Seller has not granted any Person, other than the Agent as contemplated by it when established this Agreement, dominion and prior control of any Collection Account, or the right to take dominion and control of any change thereof in accordance with Section 3.07(f)Collection Account at a future time or upon the occurrence of a future event.

Collection Accounts. (a) On behalf of the Trustee, each the Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such the Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such the Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each the Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a the Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its the Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each The Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf As promptly as practicable, and in any event within 90 days (or such later date as permitted by Agent in its sole discretion) following the Closing Date (the “Transition Period”), the Loan Parties shall (i) direct all Account Debtors to make all future payments with respect to Accounts to one or more collection accounts established for such purpose with Wxxxx Fargo in accordance with the terms of Section 5.15 of the TrusteeAgreement and Section 7(k) of the First Lien Guaranty and Security Agreement (each, each Servicer shall establish a “Wxxxx Fargo Collection Account”), (ii) enter into a Control Agreement for the benefit of First Lien Agent and maintainAgent with respect to the Well Fargo Collection Account, (iii) deposit or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, deposited promptly into a "Wxxxx Fargo Collection Account", and in any event no later than the second Business Day after the date of receipt thereof, all of their collections from Account Debtors which are received directly by any Loan Party or in any bank account other than a Wxxxx Fargo Collection Account and (iv) close all of the Loan Parties’ bank accounts (other than accounts with respect to which no Control Agreement is required pursuant to Section 7(c) of the Guaranty and Security Agreement) maintained with any financial institution other than Wxxxx Fargo or its Affiliates, including, without limitation, all collection accounts maintained with any financial institution other than Wxxxx Fargo or its Affiliates. (b) As promptly as practicable, and in any event within 30 days (or such later date as permitted by Agent in its sole discretion) following the Closing Date, Unifi Manufacturing shall (i) establish with a financial institution reasonably acceptable to Agent (the “Parkdale Proceeds Deposit Account”), held in trust (ii) cause to be delivered to Agent a Control Agreement for the benefit of Agent with respect to the Trustee. On behalf of Parkdale Proceeds Deposit Account, (iii) request Parkdale JV to make all future distributions with respect to the Trustee, each Servicer Parkdale JV Interest Collateral to the Parkdale Proceeds Deposit Account and (iv) shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds promptly into the clearing account, as and when Parkdale Proceeds Deposit Account all proceeds received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than any Loan Party in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingParkdale JV Interests Collateral. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the TrusteeTrustee entitled "Deutsche Bank National Trust Company on behalf of IXIS Real Estate Capital Trust 2006-HE2". On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the applicable Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices Practices, and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the related Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer the Servicers in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event that a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it such Servicer may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee Trustee, the Securities Administrator, the Master Servicer and the Depositor of the location of the related its Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of the Trustee, each the Servicer shall establish and maintain, or cause to be established and maintained, one or more separate segregated Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. Funds in the Collection Account shall not be commingled with any other funds of the Servicer. On behalf of the Trustee, each the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 3.12(b) in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such the Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this AgreementAgreement and any Substitution Adjustment Amount; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such the Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each the Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a the Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each The Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of the Trustee, The Borrower shall have sole signing rights on each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer . (b) The Borrower shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent theretoat all times: (i) ensure that each Collection Account is at all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;times subject to fully perfected Transaction Security; and (ii) all payments on account of interest (net ensure that the Collection Accounts remain free from any Security or Quasi-Security other than Transaction Security and any Security in favour of the related Servicing Fee) on each Mortgage Loan;relevant account bank under its general terms and conditions. (iiic) The Borrower shall issue irrevocable payment instructions to each counterparty to a Contract to pay all Insurance Proceeds and Condemnation Proceeds proceeds under each Contract to the extent such Insurance Proceeds and Condemnation Proceeds are not its relevant Collection Account. (d) The Borrower shall use its best efforts to be applied ensure that each counterparty to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance a Contract complies with the express requirements of law or irrevocable payment instructions referred to in accordance with Accepted Servicing Practices and Liquidation Proceeds;clause 21.20(c) above. (ive) any amounts required to be deposited pursuant to Section 3.12 The Borrower shall ensure that each Pool Bank Account (as defined in connection with any losses realized on Permitted Investments with respect to funds held in the related each relevant Pool Agreement) is a Collection Account;. (vi) On and at any time after the occurrence of a Default which is continuing, the Borrower shall ensure that, or (ii) during any other time, the Borrower shall use its best efforts to ensure that, any proceeds and other amounts required to be deposited received by such Servicer pursuant to the second paragraph of Section 3.13(a) it under or in respect of any blanket policy deductibles;Eligible Receivable into any bank account other than a Collection Account are paid, not later than on the third Business Day following receipt, directly and solely into a Collection Account and, pending such payment, shall hold the same on trust for the Lender. (vig) all proceeds The Borrower irrevocably authorises the Lender to apply amounts credited to any Collection Account to meet the Borrower’s payment obligations under the Finance Documents and the Borrower may itself withdraw amounts from any Collection Account at any time to (i) pay amounts due and payable under the Finance Documents (in each case, in accordance with clause 25.1 (Payments to the Lender)), or (ii) to comply with its obligations under the Pool Agreements. (h) If: (i) a Default is continuing; or (ii) a BB Shortfall or an LTV Shortfall has occurred and has not been remedied or would occur as a result of that withdrawal, the Borrower may not, without the prior written consent of the Lender, withdraw any Mortgage Loan repurchased amount from or purchased allow any amount to be debited from a Collection Account except in accordance with (g)(i) above. (i) The Borrower may not, without the prior written consent of the Lender, withdraw any amount from or allow any amount to be debited from a Collection Account otherwise than in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingclause 21.20. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day (or two Business Days in the case of Saxon) after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days (or one Business Day in the case of Saxon) after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee Master Servicer of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day (or two Business Days in the case of Saxon) after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days (or one Business Day in the case of Saxon) after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate segregated Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. Funds in the Collection Account shall not be commingled with any other funds of the Servicers. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate segregated Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. Funds in the Collection Account shall not be commingled with any other funds of the Servicers. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf The Trustee shall, prior to the Closing Date, establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Collection Account” (which may be a subaccount of the TrusteeCustodial Account) and shall consist of two subaccounts, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Interest Collection Account"” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeSecured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all Sale Proceeds (unless simultaneously reinvested in Replacement Loan Obligations in accordance with terms set forth in Section 12.2(a)) and (ii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall, be required to, deposit from time to time such amounts in the Collection Accounts as it deems, in its sole discretion, to be advisable. All amounts deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “Aa3” by Xxxxx’x and a short-term debt rating at least equal to “P-1” by Xxxxx’x. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Loan Obligation or other Assets received by the Trustee shall be immediately credited to the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Replacement Loan Obligations, in accordance with Section 12.2(a)). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Loan Obligation Manager and the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Loan Obligation Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer (or cause the Loan Obligation Manager on behalf of the Issuer) need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Loan Obligations or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date (unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution, in which event such Eligible Investments may mature on such Payment Date). If after the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such amounts as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments with maturities of less than 30 days and that are sold by the Issuer not later than two Business Days immediately preceding the next Payment Date (unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution, in which event such Eligible Investments may mature on such Payment Date). All interest and other income from such investments shall be deposited in the clearing account (which account must applicable Collection Account, any gain realized from such investments shall be an Eligible credited to the applicable Collection Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Replacement Period (and up to 60 days thereafter to the extent necessary to acquire Loan Obligations pursuant to binding commitments entered into during the Replacement Period using Principal Proceeds received during or after the Replacement Period), the Loan Obligation Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Loan Obligations selected by the Loan Obligation Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. Any Principal Xxxxxxxx standing to the credit of the Principal Collection Account may be designated by the Loan Obligation Manager for application to reinvestment in Replacement Loan Obligations (such Principal Proceeds, “Designated Principal Proceeds”) and, if and for so long as such Principal Proceeds are Designated Principal Proceeds, such Principal Proceeds shall remain in the Principal Collection Account (or invested in Eligible Investments) until the earlier of (i) the time the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are no event more than one longer so designated, (ii) the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are to be applied to the purchase of Replacement Loan Obligations in accordance with Section 12.2(a) and (iii) the later of (x) the first Business Day after such Servicer's receipt thereofthe last day of the Replacement Period and (y) if after the last day of the Replacement Period, the last settlement date within 60 days of the last day of the Replacement Period with respect to the last Replacement Loan Obligation that the Issuer has entered into an irrevocable commitment to purchase. Any Principal Proceeds that are not Designated Principal Proceeds as of the Determination Date related to any Payment Date shall be applied pursuant to clauses (4) through (8) of Section 11.1(a)(ii) or pursuant to Section 11.1(a)(iii), as applicable. (e) The Trustee shall transfer to the Payment Account for application pursuant to Section 11.1(a) and shall thereafter deposit in accordance with the calculations and the instructions contained in the related Collection Account, in no event more than two Business Days after Monthly Report prepared by the deposit Trustee on behalf of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent Issuer pursuant to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off DateSection 10.11(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments on account of interest (net of amounts that the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds Issuer is entitled to reinvest in accordance with Section 12.2 and Condemnation Proceeds which the Issuer so elects to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor reinvest in accordance with the express requirements terms of law or this Indenture, except that, to the extent that Principal Proceeds in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any the Principal Collection Account as of such date are in excess of the amounts required to be deposited applied pursuant to Section 3.12 the Priority of Payments up to and including the next Payment Date as shown in connection with any losses realized on Permitted Investments the Monthly Report with respect to funds held such Payment Date, the Issuer may direct the Trustee to retain such excess amounts in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Principal Collection Account and shall, upon collection, belong not to transfer such excess amounts to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Payment Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to and the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)shall do so.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (ai) On behalf Within thirty (30) days after the Effective Date, the Borrower will establish with each Collection Account Bank one or more Collection Accounts subject, in each case, to a fully executed Collection Account Agreement. The Borrower agrees that the Administrative Agent shall have the right to exercise exclusive dominion and control of each Collection Account and all monies, instruments and other property from time to time on deposit therein in accordance with the provisions of Section 7.05(c). (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all existing Obligors of Transferred Receivables, and shall instruct all future Obligors of such Receivables, to make payments in respect thereof only (A) by check or money order mailed to one or more lockboxes or post office boxes subject to a Collection Account Agreement (each a “Lockbox” and collectively the “Lockboxes”) or (B) by wire transfer or moneygram directly to a Collection Account; provided that until December 31, 2008, the Borrower may instruct certain Obligors related to the “Integris” unit of JTR to remit collections to account number 0000-0000-0000 at U.S. Bank (the “Concentration Account”) so long as (i) not more than $20,000,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2007 and (ii) not more than $7,500,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2008. The Borrower (or the Servicer on Borrower’s behalf) has instructed all Collection Account Banks to deposit all items sent to a Lockbox directly into a Collection Account. Schedule 4.01(q) lists all Lockboxes and all Collection Account Banks at which the Borrower maintains Collection Accounts as of the TrusteeEffective Date, and such schedule correctly identifies (1) with respect to each such Collection Account Bank, the name, address and telephone number thereof, (2) with respect to each Collection Account, the name in which such account is held and the complete account number therefor, and (3) with respect to each Lockbox, the lockbox number and address thereof. The Borrower (or the Servicer on Borrower’s behalf) shall establish and maintainendorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in the Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. In addition, the Borrower shall deposit or cause to be established and maintaineddeposited into a Collection Account all cash, one checks, money orders or more separate Eligible Accounts (each such account other proceeds of Transferred Receivables or accounts, Borrower Collateral received by it other than in a "Lockbox or a Collection Account", in the form so received (with all necessary endorsements), not later than the close of business on the first Business Day following the date of receipt thereof, and until so deposited all such items or other proceeds shall be held in trust for the benefit of the Trustee. On behalf of Administrative Agent provided that prior to December 31, 2008, the Trustee, each Servicer Borrower shall not be required to deposit or cause to be deposited into a Collection Account the Collections received in the clearing account (which account must be Concentration Account unless a Group Agent has requested the Borrower to do so after the occurrence and during the continuance of an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, Exclusive Account Control Trigger. The Borrower shall not make and shall thereafter deposit not permit the Servicer to make any deposits into a Lockbox or any Collection Account except in accordance with the related Collection Account, in no event more than two Business Days after the deposit terms of such funds into the clearing account, as and when received this Agreement or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (any other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan;Related Document. (iii) If, for any reason, a Collection Account Agreement terminates or any Collection Account Bank fails to comply with its obligations under the Collection Account Agreement to which it is a party, then the Borrower shall promptly notify all Insurance Proceeds and Condemnation Proceeds Obligors of Transferred Receivables who had previously been instructed to the extent make wire payments to a Collection Account maintained at any such Insurance Proceeds and Condemnation Proceeds are not Collection Account Bank to be applied make all future payments to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related a new Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased Account in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a6.01(a)(iii)) by such Servicer. The foregoing requirements for deposit Borrower shall not close any Collection Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Collection Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Collection Account Bank or with such new depositary institution substantially in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality form of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related predecessor Collection Account and shall, upon collection, belong Agreement or that is reasonably satisfactory in all respects to the applicable Servicer as additional compensation Administrative Agent (whereupon, for its servicing activities. In all purposes of this Agreement and the event other Related Documents, such new account shall become a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, such new agreement shall become a Collection Account Agreement and any provision herein new depositary institution shall become a Collection Account Bank), and (D) taken all such action as the Administrative Agent or any Group Agent shall reasonably require to grant and perfect a first priority Lien in such new Collection Account to the contrary notwithstanding. (b) Funds in Administrative Agent under Section 7.01 of this Agreement. Except as permitted by this Section 6.01(a), the Borrower shall not, and shall not permit the Servicer to, open any new Lockbox or Collection Accounts may be invested in Permitted Investments in accordance with Account without the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee prior written consent of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)Administrative Agent.

Collection Accounts. (a) On behalf As promptly as practicable and in any event within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Loan Parties shall cause each depositary bank where a Collection Account is maintained to enter into a Control Agreement with respect to each such Collection Account, and at all times thereafter the Loan Parties shall cause each depositary bank where a Collection Account is maintained to enter into a Control Agreement with respect to each such Collection Account. Each such Control Agreement shall provide, among other things, that such depositary bank agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice may be given by the Administrative Agent at any time that the Administrative Agent determines that a Cash Dominion Period has commenced and is continuing, and shall be given by the Administrative Agent at the written direction of the TrusteeRequired Lenders during any Cash Dominion Period), to forward immediately all amounts in each Servicer Collection Account (net of any customary minimum balance as may be required to be maintained in such Collection Account by such depositary bank) to, in the case of any Collection Account of any Loan Party, an Administrative Agent Account, and to commence the process of daily sweeps from such Collection Account into the Administrative Agent Account. If any depositary bank shall establish not have entered into (in the case of any Collection Account in existence on the Closing Date, on or prior to the date that is 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion)) a Control Agreement with respect to any Collection Account, such Collection Account shall be closed and maintain, all funds therein transferred to a deposit account with a depositary bank that has entered into a Control Agreement for such deposit account. (b) The Loan Parties (i) shall (A) cause all the Account Debtors which are not Governmental Authorities on any and all Accounts of the Loan Parties from time to time included in the Borrowing Base (or any component thereof) to make all payments and remittances with respect to such Accounts into one or more Collection Accounts and (B) deposit or cause to be established deposited promptly, and maintainedin any event no later than the first Business Day after its receipt thereof, all proceeds of Accounts from Governmental Authorities to be swept to a concentration account which is subject to a Control Account, (ii) shall cause each Collection Account at all times to be solely a collection account and shall not make any disbursements or other direct payments therefrom (it being understood that, unless (y) a Cash Dominion Period has commenced and is continuing, or (z) a Cash Dominion Period would result therefrom, the Borrower shall not be prohibited from withdrawing funds from a Collection Account) and (iii) shall deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of its receipt thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any of its Accounts from time to time included in the Borrowing Base (or any component thereof) into one or more separate Eligible Collection Accounts in precisely the form in which they are received (each but with any endorsements of such account Loan Party necessary for deposit or accounts, a "Collection Account"collection), held and until they are so deposited, shall hold such payments in trust for the benefit of the Trustee. On behalf Administrative Agent. (c) Any Loan Party may replace any Collection Account or establish any new Collection Account; provided, in each case, that as promptly as practicable and in any event within 30 days after establishing any such Collection Account (or such longer period as the Administrative Agent may agree in its sole discretion), each such replacement or new Collection Account shall be subject to a Control Agreement in favor of the TrusteeAdministrative Agent and shall otherwise satisfy the requirements of this Section 5.16. (d) The Administrative Agent shall promptly (but in any event within one Business Day) furnish written notice to each depositary bank that shall have received an Activation Notice of any termination of a Cash Dominion Period. Any amount received in an Administrative Agent Account at any time when no Cash Dominion Period is continuing or all the Obligations have been paid in full shall be remitted to an account of the applicable Loan Party designated by the Borrower. (e) Without the prior written consent of the Administrative Agent, no Loan Party shall modify or amend the instructions pursuant to any of the Control Agreements. So long as no Cash Dominion Period or Event of Default has occurred or is continuing, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basisLoan Party shall, and in no event more than one Business Day after such Servicer's receipt thereofthe Administrative Agent hereby authorizes each Loan Party to, enforce and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest collect all amounts owing on the related Mortgage Loans due on or before Accounts and each Loan Party shall have sole control over the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account manner of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account disposition of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusiveAccounts; provided that such authorization may, it being understood and agreed that, without limiting at the generality direction of the foregoingAdministrative Agent, payments in be terminated upon the nature occurrence and during the continuance of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingCash Dominion Period or Event of Default. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. The Servicer hereby agrees as follows (ai) On behalf each Collection Account shall be or shall have been established in the name of, or transferred to the name of, an Originator and the funds deposited therein from time to time shall not be commingled with any funds of any Originator or Subservicer, any Seller, the Servicer or any Affiliate thereof; (ii) the Concentration Account shall be or shall have been established in the name of the TrusteeBorrower and the funds deposited therein from time to time shall not be commingled with any funds of any Originator or Subservicer, any Seller, the Servicer or any Affiliate thereof; (iii) the location of each Collection Account and the Concentration Account shall not be changed without the consent of the Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned; (iv) to cause all Collections on account of the Receivables which are paid electronically to be wired directly to a Collection Account; (v) to cause all Collections on account of the Receivables which are paid by check to be mailed directly to the related Lockbox and to deposit such Collections into a Collection Account within one (1) Business Day of receipt; (vi) not to suffer or permit any funds other than such Collections (other than collections with respect to accounts receivable that previously were “Receivables” and that were repurchased under the Transaction Documents) to be mailed to Lockboxes or deposited into Collection Accounts; (vii) until deposited in a Collection Account or the Concentration Account, all Collections received by the Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or Borrower and its assignees; (viii) to cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections all funds on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall to be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong transferred daily to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Concentration Account any amount not required to be deposited therein, it may at any time withdraw such amount from its (either directly or by transfer through another Collection Account); (ix) to make the necessary bookkeeping entries to reflect such Collections on the Records; (x) to apply all such Collections as provided in this Agreement and the other Transaction Documents; and (xi) not to amend or modify any term of any Lockbox Agreement, any provision herein Control Agreement or Bailee and Security Agreement or the direction as to the contrary notwithstanding. (b) Funds disposition of Collections or other amounts in the Collection Accounts may be invested in Permitted Investments in accordance with and/or the provisions set forth in Section 3.12. Each Servicer shall give notice to Concentration Account without the Trustee prior written consent of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)Administrative Agent.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with as contemplated by this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf The Collection Accounts shall be in the name of an Obligor and subject to the Lien of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust Applicable Collateral Representatives for the benefit of the Trustee. On behalf Secured Parties and under the exclusive control of the TrusteeAccount Bank acting under the instructions of the Applicable Collateral Representatives, each Servicer subject to the Intercreditor Agreement. The Account Bank shall deposit have no right of set-off or cause to be deposited in counterclaim on account of claims against the clearing Obligors, the Collateral Agents or any other person against the Collection Accounts or any other account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans established in connection with its mortgage loan servicing activities on a daily basisthe Superpriority Notes, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements except for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingcustomary administrative items. (b) Funds To the extent the Obligors or any of their Subsidiaries receives any payments that are required, pursuant to the terms of the relevant Collateral Document, to be paid directly into a Collection Account, into an account other than the applicable Collection Account, such Obligor shall deposit or cause such amounts to be deposited, as the case may be, directly into the applicable Collection Account within two Business Days after receipt and identification thereof. (c) Whether or not a Default or an Event of Default has occurred and is continuing, any amounts not required to be paid directly into a Collection Account pursuant to the terms of the relevant Collateral Document that are paid directly into a Collection Account in error will, following certification to the Account Bank and the Applicable Collateral Representatives to such effect, transferred by the Account Bank from the relevant Collection Account to the relevant Freeflow Account on the Business Day following receipt of such certification. (d) The Obligors may or may cause any of their Subsidiaries (with written notice to the Account Bank and the Applicable Collateral Representatives) to deposit amounts into any Collection Account from time to time. (e) Notwithstanding anything herein to the contrary, at all times prior to a Remedies Direction, and so long as permitted by the terms of any Superpriority Secured Debt (including any required offers to prepay) at such time, funds on deposit in a Collection Account will be transferred by the Account Bank from such Collection Account to the relevant Freeflow Account on the Business Day following deposit thereof. (f) The Collection Accounts shall be blocked at all times and under the sole dominion and control of Account Bank acting under the instructions of the Applicable Collateral Representatives, subject to the terms of the Intercreditor Agreement. (g) At any time prior to a Remedies Direction or notice of Cash Control, the Obligors shall be entitled to instruct the Brazilian Collateral Agent to transfer any amounts in any Collection Account into the USD Blocked Account and the Obligors shall be permitted to maintain balances in the USD Blocked Account including, without limitation, for the purposes of the determining whether the Quarterly Freeflow Date has occurred as contemplated by the definition of Quarterly Freeflow Date. (h) Pending application, amounts retained in the Collection Accounts may be invested by the Account Bank (acting at the direction of the Brazilian Collateral Agent as instructed by the Parent Guarantor or other Obligor, it being understood and agreed that this may be a standing instruction) in Permitted Investments Cash Equivalents that are both denominated and payable in Brazilian reais. (i) The Obligors may replace any Account Bank from time to time in accordance with the provisions set forth Transaction Documents, subject to valid and perfected Liens over the existing Collection Accounts remaining in Section 3.12. Each Servicer shall give notice to place until valid and perfected Liens over the Trustee of the location of the related new Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)Accounts are established.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with as contemplated by this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee Master Servicer of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf The Trustee shall, prior to the Closing Date, establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Collection Account” (which may be a subaccount of the TrusteeCustodial Account) and shall consist of two subaccounts, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Interest Collection Account"” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeSecured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all Sale Proceeds (unless simultaneously reinvested in Replacement Loan Obligations in accordance with terms set forth in Section 12.2(a)) and (ii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall, be required to, deposit from time to time such amounts in the Collection Accounts as it deems, in its sole discretion, to be advisable. All amounts deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “Aa3” by Xxxxx’x and a short-term debt rating at least equal to “P-1” by Xxxxx’x. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Loan Obligation or other Assets received by the Trustee shall be immediately credited to the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Replacement Loan Obligations, in accordance with Section 12.2(a)). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Loan Obligation Manager and the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall, within five Business Days after receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Loan Obligation Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer (or cause the Loan Obligation Manager on behalf of the Issuer) need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Loan Obligations or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date (unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution, in which event such Eligible Investments may mature on such Payment Date). If after the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such amounts as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments with maturities of less than 30 days and that are sold by the Issuer not later than two Business Days immediately preceding the next Payment Date (unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution, in which event such Eligible Investments may mature on such Payment Date). All interest and other income from such investments shall be deposited in the clearing account (which account must applicable Collection Account, any gain realized from such investments shall be an Eligible credited to the applicable Collection Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Replacement Period (and up to 60 days thereafter to the extent necessary to acquire Loan Obligations pursuant to binding commitments entered into during the Replacement Period using Principal Proceeds received during or after the Replacement Period), the Loan Obligation Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Loan Obligations selected by the Loan Obligation Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. Any Principal Xxxxxxxx standing to the credit of the Principal Collection Account may be designated by the Loan Obligation Manager for application to reinvestment in Replacement Loan Obligations (such Principal Proceeds, “Designated Principal Proceeds”) and, if and for so long as such Principal Proceeds are Designated Principal Proceeds, such Principal Proceeds shall remain in the Principal Collection Account (or invested in Eligible Investments) until the earlier of (i) the time the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are no event more than one longer so designated, (ii) the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are to be applied to the purchase of Replacement Loan Obligations in accordance with Section 12.2(a) and (iii) the later of (x) the first Business Day after such Servicer's receipt thereofthe last day of the Replacement Period and (y) if after the last day of the Replacement Period, the last settlement date within 60 days of the last day of the Replacement Period with respect to the last Replacement Loan Obligation that the Issuer has entered into an irrevocable commitment to purchase. Any Principal Proceeds that are not Designated Principal Proceeds as of the Determination Date related to any Payment Date shall be applied pursuant to Section 11.1(a)(ii) or Section 11.1(a)(iii), as applicable. (e) The Trustee shall transfer to the Payment Account for application pursuant to Section 11.1(a) and shall thereafter deposit in accordance with the calculations and the instructions contained in the related Collection Account, in no event more than two Business Days after Monthly Report prepared by the deposit Trustee on behalf of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent Issuer pursuant to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off DateSection 10.11(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments on account of interest (net of amounts that the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds Issuer is entitled to reinvest in accordance with Section 12.2 and Condemnation Proceeds which the Issuer so elects to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor reinvest in accordance with the express requirements terms of law or this Indenture, except that, to the extent that Principal Proceeds in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any the Principal Collection Account as of such date are in excess of the amounts required to be deposited applied pursuant to Section 3.12 the Priority of Payments up to and including the next Payment Date as shown in connection with any losses realized on Permitted Investments the Monthly Report with respect to funds held such Payment Date, the Issuer may direct the Trustee to retain such excess amounts in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Principal Collection Account and shall, upon collection, belong not to transfer such excess amounts to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Payment Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to and the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)shall do so.

Collection Accounts. (a) On behalf The Trustee shall, prior to the Closing Date, establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Collection Account” (which may be a subaccount of the TrusteeCustodial Account) and shall consist of two subaccounts, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Interest Collection Account"” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeSecured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all Sale Proceeds (unless simultaneously reinvested in Replacement Loan Obligations in accordance with terms set forth in Section 12.2(a)) and (ii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall, be required to, deposit from time to time such amounts in the Collection Accounts as it deems, in its sole discretion, to be advisable. All amounts deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “Aa3” by Xxxxx’x and a short-term debt rating at least equal to “P-1” by Xxxxx’x. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Loan Obligation or other Assets received by the Trustee shall be immediately credited to the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Replacement Loan Obligations, in accordance with Section 12.2(a)). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Loan Obligation Manager and the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Loan Obligation Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer (or cause the Loan Obligation Manager on behalf of the Issuer) need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Loan Obligations or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date (unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution, in which event such Eligible Investments may mature on such Payment Date). If after the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such amounts as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments with maturities of less than 30 days and that are sold by the Issuer not later than two Business Days immediately preceding the next Payment Date (unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution, in which event such Eligible Investments may mature on such Payment Date). All interest and other income from such investments shall be deposited in the clearing account (which account must applicable Collection Account, any gain realized from such investments shall be an Eligible credited to the applicable Collection Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Replacement Period (and up to 60 days thereafter to the extent necessary to acquire Loan Obligations pursuant to binding commitments entered into during the Replacement Period using Principal Proceeds received during or after the Replacement Period), the Loan Obligation Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Loan Obligations selected by the Loan Obligation Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. Any Principal Xxxxxxxx standing to the credit of the Principal Collection Account may be designated by the Loan Obligation Manager for application to reinvestment in Replacement Loan Obligations (such Principal Proceeds, “Designated Principal Proceeds”) and, if and for so long as such Principal Proceeds are Designated Principal Proceeds, such Principal Proceeds shall remain in the Principal Collection Account (or invested in Eligible Investments) until the earlier of (i) the time the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are no event more than one longer so designated, (ii) the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are to be applied to the purchase of Replacement Loan Obligations in accordance with Section 12.2(a) and (iii) the later of (x) the first Business Day after such Servicer's receipt thereofthe last day of the Replacement Period and (y) if after the last day of the Replacement Period, the last settlement date within 60 days of the last day of the Replacement Period with respect to the last Replacement Loan Obligation that the Issuer has entered into an irrevocable commitment to purchase. Any Principal Proceeds that are not Designated Principal Proceeds as of the Determination Date related to any Payment Date shall be applied pursuant to Section 11.1(a)(ii) or Section 11.1(a)(iii), as applicable. (e) The Trustee shall transfer to the Payment Account for application pursuant to Section 11.1(a) and shall thereafter deposit in accordance with the calculations and the instructions contained in the related Collection Account, in no event more than two Business Days after Monthly Report prepared by the deposit Trustee on behalf of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent Issuer pursuant to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off DateSection 10.11(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments on account of interest (net of amounts that the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds Issuer is entitled to reinvest in accordance with Section 12.2 and Condemnation Proceeds which the Issuer so elects to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor reinvest in accordance with the express requirements terms of law or this Indenture, except that, to the extent that Principal Proceeds in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any the Principal Collection Account as of such date are in excess of the amounts required to be deposited applied pursuant to Section 3.12 the Priority of Payments up to and including the next Payment Date as shown in connection with any losses realized on Permitted Investments the Monthly Report with respect to funds held such Payment Date, the Issuer may direct the Trustee to retain such excess amounts in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Principal Collection Account and shall, upon collection, belong not to transfer such excess amounts to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Payment Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to and the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)shall do so.

Collection Accounts. (a) On behalf The Trustee shall, prior to the Closing Date, establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Collection Account” (which may be a subaccount of the TrusteeCustodial Account) and shall consist of two subaccounts, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Interest Collection Account"” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeSecured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all Sale Proceeds (unless simultaneously reinvested in Replacement Loan Obligations in accordance with terms set forth in Section 12.2(a)) and (ii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall, be required to, deposit from time to time such amounts in the Collection Accounts as it deems, in its sole discretion, to be advisable. All amounts deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “Aa3” by Xxxxx’x and a short-term debt rating at least equal to “P-1” by Xxxxx’x. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Loan Obligation or other Assets received by the Trustee shall be immediately credited to the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Replacement Loan Obligations, in accordance with Section 12.2(a)). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Loan Obligation Manager and the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Loan Obligation Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer (or cause the Loan Obligation Manager on behalf of the Issuer) need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Loan Obligations or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such amounts as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments with maturities of less than 30 days and that are sold by the Issuer not later than two Business Days immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related applicable Collection Account, any gain realized from such investments shall be credited to the applicable Collection Account, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in no event more than two Business Days any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Replacement Period (and up to 60 days thereafter to the extent necessary to acquire Loan Obligations pursuant to binding commitments entered into during the Replacement Period using Principal Proceeds received during or after the deposit Replacement Period), the Loan Obligation Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such funds into Issuer Order the clearing accountTrustee shall, reinvest Principal Proceeds in Loan Obligations selected by the Loan Obligation Manager as permitted under and when received or as otherwise required hereunder, in accordance with the following payments requirements of Article 12 and collections received or made by it subsequent such Issuer Order. Any Principal Xxxxxxxx standing to the Cut-off Date credit of the Principal Collection Account may be designated by the Loan Obligation Manager for application to reinvestment in Replacement Loan Obligations (other than such Principal Proceeds, “Designated Principal Proceeds”) and, if and for so long as such Principal Proceeds are Designated Principal Proceeds, such Principal Proceeds shall remain in respect the Principal Collection Account (or invested in Eligible Investments) until the earlier of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principalthe time the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are no longer so designated, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to Loan Obligation Manager notifies the extent Trustee in writing that such Insurance Proceeds and Condemnation Principal Proceeds are not to be applied to the restoration purchase of the related Mortgaged Property or released to the related Mortgagor Replacement Loan Obligations in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).Section

Collection Accounts. (a) On behalf of the TrusteeThe Borrower will establish or maintain (or, each Servicer shall subject to Section 10.3(d), will cause a Third Party Collection Agent to establish and maintain, or cause to be established and maintained, ) one or more separate Eligible Accounts collection bank accounts (each such account or accountseach, a "“Collection Account"”) at the office of the Administrative Agent, and the Credit Parties will direct (x) each account debtor of any Credit Party (including, without limitation, Acceptable Obligors, account debtors under Acceptable Tax Credits (to the extent permitted under the applicable program), held Approved Co-Financiers and Licensing Intermediaries) to remit all amounts due and payable to any Credit Party directly to the applicable Collection Account (or, solely in the case of foreign receivables relating to Covered Products that are licensed through a Licensing Intermediary, to a Licensing Intermediary Bank Account) and (y) each Hedge Bank to remit to a Collection Account all payments due to any Credit Party under or in respect of the Secured Hedge Agreements, if any. Prior to the occurrence and continuance of an Event of Default, the Borrower shall disburse all amounts on deposit in any Collection Account (other than amounts on deposit in Third Party Collection Accounts) pursuant to Section 2.04(c). (b) The Borrower will execute such documentation as may be required by the Administrative Agent in order to effectuate the provisions of this Section 10.03. (c) In the event the Credit Parties receives payment from any Person, which payment should have been remitted directly to a Collection Account, the Credit Parties shall hold such payment or proceeds in trust for the Administrative Agent (for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible AccountSecured Parties) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of promptly remit such funds into the clearing account, as and when received payment or as otherwise required hereunder, the following payments and collections received or made by it subsequent proceeds to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not appropriate Collection Account to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements terms of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds;this Agreement. (ivd) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in that, pursuant to an Approved Co-Financing Agreement, the related applicable Approved Co-Financier requires that an independent collection account manager manage the Collection Account any amount not required for the applicable Covered Product, the Credit Parties may engage Fintage Collection Account Management B.V., Freeway CAM B.V. or another collection account manager approved by the Administrative Agent (each, a “Third Party Collection Agent”) to be deposited thereinestablish, it may maintain and manage the Collection Account at any time withdraw an office of the Administrative Agent (each such amount from its account, a “Third Party Collection Account, any provision herein ”) pursuant to a customary collection account management agreement in form and substance reasonably acceptable to the contrary notwithstanding. Administrative Agent (b) Funds in the each a “Third Party Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(fAgreement”).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the TrusteeTrustee entitled "Deutsche Bank National Trust Company on behalf of IXIS Real Estate Capital Trust 2006-HE3". On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the applicable Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices Practices, and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the related Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer the Servicers in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event that a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it such Servicer may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee Trustee, the Securities Administrator, the Master Servicer and the Depositor of the location of the related its Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf The Trustee shall, on or prior to the Closing Date, establish at the Custodian a segregated securities account, held in the name of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held Trustee as Entitlement Holder in trust for the benefit of the TrusteeSecured Parties, designated the “Collection Account”, which shall be maintained by the Issuer with the Custodian in accordance with the Account Control Agreement. On behalf of The Trustee shall from time to time deposit into the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as all Collateral Interest Collections and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date all Collateral Principal Collections (other than in Collateral Interest Collections and Collateral Principal Collections with respect of principal or interest on to Collateral Obligations owned by an Issuer Subsidiary, which, as long as such Collateral Interest Collections and Collateral Principal Collections are clearly marked as proceeds with respect to Collateral Obligations owned by an Issuer Subsidiary and which Issuer Subsidiary owns such Collateral Obligations, shall be deposited to the related Mortgage Loans due on or before the Cut-off Daterelevant Issuer Subsidiary Account until their application as permitted under Section 7.4(e), or payments (other than Principal Prepayments) received by the Trustee. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Account as it on deems, in its sole discretion, to be advisable and to designate them as Collateral Interest Collections or prior Collateral Principal Collections. All Monies deposited from time to time in the Cut-off Date but allocable Collection Account pursuant to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on this Indenture shall be held by the Mortgage Loans; (ii) all payments on account of interest (net Trustee as part of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds Assets and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to shall be applied to the restoration of purposes provided in this Section 10.2. Subject to Section 10.2(g), amounts in the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to Collection Account shall be deposited reinvested pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a10.5(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds Within two Business Days of receipt of Collateral Interest Collections or Collateral Principal Collections on and Sales Proceeds of a Reverse Participated Collateral Obligation, the Issuer shall cause and direct the Trustee to remit to the Seller, from the amounts thereof then on deposit in the Collection Accounts may be invested Account, the Reverse Participation Percentage thereof, all in Permitted Investments like form received. Pending such remittance, the Issuer shall hold such portion of such Collateral interest Collections, Collateral Principal Collections and Sale Proceeds in accordance with trust for the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)Seller.

Collection Accounts. (a) On behalf Each of the Trusteeparties hereto hereby agrees that (i) the Collection Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement, prior to the delivery of a Notice of Exclusive Control, the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Servicer Financial Asset held in the Collection Account which is a securities account and have the right to direct the disposition of funds in the Collection Account which is a deposit account; provided that, after the delivery of a Notice of Exclusive Control, such rights shall establish be exclusively held by the Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any property for the Borrower in the Collection Account that is a securities account to agree with the parties hereto that (A) such property (other than cash or money) (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset, and maintainfor the avoidance of doubt, all cash or money shall be held in a subaccount or related account of the Collection Account that is a deposit account, and (B) regardless of any provision in any other agreement, for purposes of the UCC and, to the extent a securities account, for purposes of the Hague Convention on the law applicable to certain rights in respect of securities held with an intermediary (the “Hague Convention”), with respect to the Collection Account, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and New York shall govern the issues specified in Article 2(1) of the Hague Convention. All securities or other property underlying any Financial Assets credited to the Collection Account in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the Collateral Agent, Indorsed to the Account Bank, Indorsed in blank, or cause credited to be established and maintained, one or more separate Eligible Accounts (each such another securities account or accounts, a "Collection Account"), held maintained in trust for the benefit name of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basisAccount Bank, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit case will any Financial Asset credited to the Collection Account be registered in the related Collection Accountname of the Borrower, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent payable to the Cut-off Date (other than in respect order of principal the Borrower or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior specially Indorsed to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principalBorrower, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds except to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied the foregoing have been specially Indorsed to the restoration of the related Mortgaged Property Account Bank or released to the related Mortgagor Indorsed in accordance with the express requirements of law blank. All uninvested cash or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds money held in the Collection Account shall be held in a subaccount or related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph account of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event that is a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingaccount. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (ai) On behalf The Borrower has established with each Collection Account Bank one or more Collection Accounts subject, in each case, to a fully executed Collection Account Agreement. The Borrower agrees that the Administrative Agent shall have exclusive dominion and control of the Trusteeeach Collection Account and all monies, each Servicer instruments and other property from time to time on deposit therein. The Borrower shall establish and maintain, not make or cause to be established made, or have any ability to make or cause to be made, any withdrawals from any Collection Account except as provided in Section 6.01(b)(ii). The Administrative Agent hereby agrees that until such time as it exercises its right to take control of the Collection Accounts under Section 7.05(d), the Administrative Agent will not instruct any Collection Account Bank to make any withdrawals from any related Collection Account except to remit such amounts to a Concentration Account in accordance with Section 6.01(b)(ii). (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all existing Obligors of Transferred Receivables, and maintainedshall instruct all future Obligors of such Receivables, to make payments in respect thereof only (A) by check or money order mailed to one or more separate Eligible Accounts lockboxes or post office boxes subject to a Collection Account Agreement (each such account a “Lockbox” and collectively the “Lockboxes”) or accounts, (B) by wire transfer or moneygram directly to a "Collection Account or a Concentration Account. The Borrower (or the Servicer on the Borrower’s behalf) has instructed all Collection Account Banks to deposit all items sent to a Lockbox directly into a Collection Account". The Borrower (or the Servicer on Borrower’s behalf) shall endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in the Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. In addition, the Borrower shall deposit or cause to be deposited into a Collection Account all cash, checks, money orders or other proceeds of Transferred Receivables or Borrower Collateral received by it other than in a Lockbox or a Collection Account, in the form so received (with all necessary endorsements), not later than the close of business on the second Business Day following the date of receipt thereof, and until so deposited all such items or other proceeds shall be held in trust for the benefit of the TrusteeAdministrative Agent. On behalf of the Trustee, each Servicer The Borrower shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, not make and shall thereafter deposit not permit the Servicer to make any deposits into a Lockbox or any Collection Account except in accordance with the related Collection Account, terms of this Agreement or any other Transaction Document. Notwithstanding anything in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received this Agreement or as otherwise required hereunder, the following payments and collections received or made by it subsequent any other Transaction Document to the Cut-off Date (other than in respect of principal contrary, amounts may be transferred, remitted to or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable otherwise credited to a Due Period subsequent thereto: Collection Account by electronic transfer (i) all payments on account of principalincluding merchant cards, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan;wire transfers and other electronic fund transfers). (iii) If, for any reason, a Collection Account Agreement terminates or any Collection Account Bank fails to comply with its obligations under the Collection Account Agreement to which it is a party, then the Borrower shall promptly notify all Insurance Proceeds and Condemnation Proceeds Obligors of Transferred Receivables who had previously been instructed to the extent make wire payments to a Collection Account maintained at any such Insurance Proceeds and Condemnation Proceeds are not Collection Account Bank to be applied make all future payments to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related a new Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased Account in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a6.01(a)(iii)) by such Servicer. The foregoing requirements for deposit Borrower shall not close any Collection Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Collection Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Collection Account Bank or with such new depositary institution substantially in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality form of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related predecessor Collection Account and shall, upon collection, belong Agreement or that is satisfactory in all respects to the applicable Servicer as additional compensation Administrative Agent (whereupon, for its servicing activities. In all purposes of this Agreement and the event other Transaction Documents, such new account shall become a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, such new agreement shall become a Collection Account Agreement and any provision herein new depositary institution shall become a Collection Account Bank), and (D) taken all such action as the Administrative Agent shall reasonably require to grant and perfect a first priority Lien in such new Collection Account to the contrary notwithstanding. (bAdministrative Agent under Section 7.01 of this Agreement. Except as permitted by this Section 6.01(a) Funds in or Section 5.03(d), the Borrower shall not, and shall not permit the Servicer to, open any new Lockbox or Collection Accounts may be invested in Permitted Investments in accordance with Account without the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee prior written consent of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)Administrative Agent.

Collection Accounts. (a) On behalf The Loan Parties shall cause each Non-Governmental Entity Collection Account and Concentration Account to at all times be subject to a Control Agreement entered into with the depositary bank where such Non-Governmental Entity Collection Account and Concentration Account is maintained; provided that, with respect to any such account that is not subject to a Control Agreement on the Amendment Effective Date, the Loan Parties shall cause each applicable depositary bank to enter into a Control Agreement with respect to each such account as promptly as practicable and in any event within 90 days after the Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion) (it being understood that the provisions of this Agreement with respect to the direction of payments and remittances made by Account Debtors as set forth in Section 5.16(b) below and with respect to the taking of any applicable Non-Governmental Cash Management Reserves shall apply at all times during such period). Each such Control Agreement shall provide, among other things, that such depositary bank agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice may be given by the Administrative Agent at any time that the Administrative Agent determines that a Cash Dominion Period has commenced and is continuing, and shall be given by the Administrative Agent at the written direction of the TrusteeRequired Lenders during any Cash Dominion Period), to forward immediately all amounts in each Servicer Non-Governmental Entity Collection Account and Concentration Account (net of any customary minimum balance as may be required to be maintained in such accounts by such depositary bank) to, in the case of any Non-Governmental Entity Collection Account or Concentration Account of any Loan Party, an Administrative Agent Account, and to commence the process of daily sweeps from such accounts into the Administrative Agent Account. Notwithstanding anything to the contrary therein, Excluded Accounts shall establish not be required to be subject to a Control Agreement. (b) The Loan Parties (i) shall (A) cause all the Account Debtors which are not Governmental Entities on any and maintainall Accounts of the Loan Parties from time to time included in the Borrowing Base (or any component thereof) to make all payments and remittances with respect to such Accounts into one or more Commingled Collection Accounts, Concentration Accounts or Non-Governmental Entity Collection Accounts, (B) cause all the Account Debtors which are Governmental Entities on any and all Accounts of the Loan Parties from time to time included in the Borrowing Base (or any component thereof) to make all payments and remittances with respect to such Accounts into one or more Commingled Collection Accounts, Governmental Entity Collection Accounts or, to the extent permitted by law after the date hereof, Concentration Accounts (it being understood that any applicable Non-Governmental Cash Management Reserves shall be included in the calculation of the Borrowing Base from time to time) and (C) no later than the first Business Day after its receipt thereof, cause all proceeds of Accounts deposited into each Commingled Collection Account and each Governmental Entity Collection Account to be swept, directly or indirectly in a manner satisfactory to the Administrative Agent, to a Concentration Account which is subject to a Control Agreement (provided that in no event shall any such Concentration Account or any interim deposit account into which such Commingled Collection Accounts and Governmental Entity Collection Accounts are swept be subject to any Lien (other than Liens in favor of the Administrative Agent and Liens in favor of the depositary bank at which such account is held arising as a matter of law encumbering deposits) and in no event shall any such account be subject to a Control Agreement in favor of any Person other than the Administrative Agent), (ii) shall cause each Collection Account at all times to be solely a collection account and shall not make any disbursements or other direct payments therefrom (it being understood that, unless (y) a Cash Dominion Period has commenced and is continuing, or (z) a Cash Dominion Period would result therefrom, the Borrower shall not be prohibited from withdrawing funds from a Commingled Collection Account or a Governmental Entity Collection Account) and (iii) shall deposit or cause to be established deposited promptly, and maintainedin any event no later than the third Business Day after the date of its receipt thereof, all cash, checks, drafts or other similar items of payment (other than any payments received via any method of electronic funds transfer, which shall be subject to the requirements of clause (A) or (B) above, as applicable) received by it relating to or constituting payments or remittances with respect to any of its Accounts from time to time included in the Borrowing Base (or any component thereof) into one or more separate Eligible Collection Accounts in precisely the form in which they are received (each but with any endorsements of such account Loan Party necessary for deposit or accounts, a "Collection Account"collection), held and until they are so deposited, shall hold such payments in trust for the benefit of the Trustee. On behalf Administrative Agent. (c) Any Loan Party may replace any Collection Account or establish any new Collection Account; provided, in each case, that as promptly as practicable and in any event within 30 days after establishing any such Collection Account (or such longer period as the Administrative Agent may agree in its sole discretion), each such replacement or new Collection Account shall be subject to a Control Agreement in favor of the TrusteeAdministrative Agent and shall otherwise satisfy the requirements of this Section 5.16. (d) The Administrative Agent shall promptly (but in any event within one Business Day) furnish written notice to each depositary bank that shall have received an Activation Notice of any termination of a Cash Dominion Period. Any amount received in an Administrative Agent Account at any time when no Cash Dominion Period is continuing or all the Obligations have been paid in full shall be remitted to an account of the applicable Loan Party designated by the Borrower. (e) Without the prior written consent of the Administrative Agent, no Loan Party shall modify or amend the instructions pursuant to any of the Control Agreements. So long as no Cash Dominion Period or Event of Default has occurred or is continuing, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basisLoan Party shall, and in no event more than one Business Day after such Servicer's receipt thereofthe Administrative Agent hereby authorizes each Loan Party to, enforce and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest collect all amounts owing on the related Mortgage Loans due on or before Accounts and each Loan Party shall have sole control over the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account manner of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account disposition of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusiveAccounts; provided that such authorization may, it being understood and agreed that, without limiting at the generality direction of the foregoingAdministrative Agent, payments in be terminated upon the nature occurrence and during the continuance of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingCash Dominion Period or Event of Default. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (ai) On behalf The Borrower has established with each Collection Account Bank one or more Collection Accounts subject, in each case, to a fully executed Collection Account Agreement. The Borrower agrees that the Administrative Agent shall have exclusive dominion and control of the Trusteeeach Collection Account and all monies, each Servicer instruments and other property from time to time on deposit therein. The Borrower shall establish and maintain, not make or cause to be established made, or have any ability to make or cause to be made, any withdrawals from any Collection Account except as provided in Section 6.01(b)(ii). (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all existing Obligors of Transferred Receivables, and maintainedshall instruct all future Obligors of such Receivables, to make payments in respect thereof only (A) by check or money order mailed to one or more separate Eligible Accounts lockboxes or post office boxes under the control of the Administrative Agent (each a “Lockbox” and collectively the “Lockboxes”) or (B) by wire transfer or moneygram directly to a Collection Account. Schedule 4.01(q) lists all Lockboxes and all Collection Account Banks at which the Borrower maintains Collection Accounts as of the Effective Date, and such schedule correctly identifies (1) with respect to each such Collection Account Bank, the name, address and telephone number thereof, (2) with respect to each Collection Account, the name in which such account is held and the complete account number therefor, and (3) with respect to each Lockbox, the lockbox number and address thereof. The Borrower (or accountsthe Servicer on Borrower’s behalf) shall endorse, a "to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in the Collection Account", in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. In addition, the Borrower shall deposit or cause to be deposited into a Collection Account all cash, checks, money orders or other proceeds of Transferred Receivables or Borrower Collateral received by it other than in a Lockbox or a Collection Account, in the form so received (with all necessary endorsements), not later than the close of business on the first Business Day following the date of receipt thereof, and until so deposited all such items or other proceeds shall be held in trust for the benefit of the TrusteeAdministrative Agent. On behalf of the Trustee, each Servicer The Borrower shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, not make and shall thereafter deposit in not permit the related Servicer to make any deposits into a Lockbox or any Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor Account except in accordance with the express requirements terms of law this Agreement or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingRelated Document. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall The Borrower will establish a lockbox arrangement and maintain, or cause to be established and maintained, one or more separate Eligible Accounts related collection bank accounts (each such account or accountseach, a "Collection Account")) and will direct all Persons who become licensees, held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit buyers or cause account debtors under receivables with respect to be deposited any item included in the clearing account Collateral (other than de minimis amounts and proceeds of particular items of Product which account must be are assigned by a Credit Party to third-party lenders as collateral for its obligations to make certain payments upon Completion and delivery of such items of Product pursuant to production financing arrangements permitted hereunder; provided that such third-party lender shall have entered into an Eligible Accountintercreditor agreement with the Lender in form and in substance satisfactory to the Lender; and provided further that the Borrower may only assign proceeds of Distribution Agreements which relate solely to the particular item of Product whose production is being financed by such third-party lender) in which it customarily deposits to make payments and collections on mortgage loans under or in connection with its mortgage loan servicing activities on a daily basisthe license agreements, and in no event more than one Business Day after such Servicer's receipt thereofsales agreements or receivables directly to the appropriate lockbox or Collection Account. To the extent practicable, and shall thereafter deposit the Credit Parties, will amend existing agreements to direct all Persons who are licensees, buyers or account debtors under receivables with respect to any item included in the related Collateral, to make payments under or in connection with the license agreements, sales agreements or receivables directly to the appropriate lockbox or Collection Account. (b) The Credit Parties will execute such documentation as may be reasonably required by the Lender in order to provide for the deposit into the Collection Accounts of all items received in the lockbox and to otherwise effectuate the provisions of this Section 8.3. (c) In the event a Credit Party receives payment from any Person or proceeds under an Acceptable L/C, which payment should have been remitted directly to a Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received Credit Party shall promptly remit such payment or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable proceeds to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not Collection Account to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements terms of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds;this Credit Agreement. (ivd) All such lockboxes and Collection Accounts shall be maintained with the Lender or with such other financial institutions as may be approved by the Lender, subject to the 71 78 right of the Lender to at any amounts required time withdraw such approval and transfer any such lockboxes and/or Collection Account(s) to the Lender or another approved financial institution. (e) The Lender is hereby authorized and directed to invest and reinvest the funds from time to time deposited in the Collection Accounts, so long as no Event of Default has occurred and is continuing, on the instructions of the Borrower (provided that such notice may be given verbally to be deposited pursuant confirmed promptly in writing) or, if the Borrower shall fail to Section 3.12 give such instruction upon delivery of any such funds, in the sole discretion of the Lender, provided that in no event may the Borrower give instructions to the Lender to, or may the Lender in its discretion, invest or reinvest funds in the Collection Accounts in other than Cash Equivalents described in clause (i) of the definition of Cash Equivalents, or described in clauses (ii) and (iii) of the definition of Cash Equivalents to the extent issued by The Chase Manhattan Bank. (f) Any net income or gain on the investment of funds from time to time held in the Collection Accounts, shall be promptly reinvested by the Lender at the direction of the Borrower as a part of the Collection Accounts and any net loss on any such investment shall be charged against the Collection Accounts. (g) The Lender shall not be a trustee for the Credit Parties, or shall have any obligations or responsibilities, or shall be liable for anything done or not done, in connection with the Collection Accounts, except as expressly provided herein and except that the Lender shall have the obligations of a secured party under the UCC. The Lender shall not have any losses realized on Permitted Investments with respect obligation or responsibilities and shall not be liable in any way for any investment decision made pursuant to funds this Section 8.3(g) or for any decrease in the value of the investments held in the related Collection Account;Accounts except for the gross negligence or wilful misconduct of Lender in carrying out the written instructions of Borrower. (vh) any amounts required For value received and to be deposited by such Servicer pursuant induce the Lender to issue Letters of Credit and to make Loans from time to time to the second paragraph Borrower as provided for in this Credit Agreement, as security for the payment of Section 3.13(a) all of the Obligations, the Credit Parties hereby assign to the Lender and grant to the Lender, a first and prior Lien upon all the Credit Parties' rights in respect and to the Collection Accounts, all cash, documents, instruments and securities from time to time held therein, and all rights pertaining to investments of any blanket policy deductibles; (vi) funds in the Collection Accounts and all products and proceeds of any Mortgage Loan repurchased or purchased of the foregoing. All cash, documents, instruments and securities from time to time on deposit in accordance with this Agreement; and (vii) the Collection Accounts, and all Prepayment Charges collected or paid (pursuant rights pertaining to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit investments of funds in the Collection Accounts shall be exclusive, it being understood immediately and agreed that, without limiting any need for any further action on the generality part of any of the foregoingCredit Parties or the Lender, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong become subject to the applicable Servicer as additional compensation Lien set forth in this Section 8.3(h), be deemed Collateral for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to all purposes hereof and be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein subject to the contrary notwithstandingprovisions of this Credit Agreement. (bi) Funds At any time after the Loans have been accelerated in accordance with Article 7 hereof, the Lender may sell any documents, instruments and securities held in the Collection Accounts and may be invested immediately apply the proceeds thereof and any other cash held in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof Accounts in accordance with Section 3.07(f)10.5 hereof.

Collection Accounts. (a) On behalf of the Trustee, each the Servicer shall establish and maintain, or cause to be established and maintained, one or more a separate Eligible Accounts Account (each such account or accountsaccount, a "Collection Account"), held in trust for the benefit of the TrusteeTrustee entitled "Deutsche Bank National Trust Company on behalf of IXIS Real Estate Capital Trust 2007-HE1". On behalf of the Trustee, each the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one two Business Day Days after such the Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two one Business Days Day after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices Practices, and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such the Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and; (vii) all Prepayment Charges collected by the Servicer; and (viii) any amounts collected or paid (received by the Servicer pursuant to Section 3.07(a)3.07(o) by such Servicerhereof. The foregoing requirements for deposit in the Collection Accounts Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each the Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a that the Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it the Servicer may at any time withdraw such amount from its the Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each The Servicer shall give notice to the Trustee Trustee, the Securities Administrator, the Master Servicer and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On The Trustee (on behalf of the Trust) and the Program Agent hereby acknowledge (i) that Eldex-Xxxxxxx xxxl deliver to the Bank Agent each Subordinated Note issued by the Transferor and transferred to Eldex-Xxxxxxx xx Chargit, as security for the Bank Claim, (ii) that the Bank Agent shall be entitled to Collections of Unsold Receivables which may be deposited in the Collection Accounts or the Concentration Account and (iii) the interest of the Bank Agent and the Lender Parties in the Store Accounts, which are also held by the Bank Agent on behalf of the Trustee, each . The Servicer shall establish promptly notify the Trustee and maintainthe Bank Agent of any Collections of Unsold Receivables which are deposited in any Collection Account or the Concentration Account and shall promptly deliver such funds to the Bank Agent. The Trustee (on behalf of the Trust) agrees, upon the Bank Agent's written request, to notify (in such form as is provided by the Bank Agent) the Collection Account Banks and Concentration Account Bank of the Bank Agent's interest in and to such Collection Accounts or cause the Concentration Account, as applicable, in order to be established and maintainedperfect the Bank Agent's interest in such Collection Accounts or the Concentration Account. The Bank Agent agrees upon the Trustee's written request, one or more separate Eligible to notify (in such form as is provided by the Trustee) the Collection Account Banks which hold Store Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of 's interest in and to such Store Accounts in order to perfect the Trustee, each Servicer shall deposit 's interest in such Store Accounts. (b) For purposes of determining whether specific Collections have been received on account of Purchased Property or cause to be deposited in the clearing on account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunderUnsold Receivables, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent theretoparties hereto agree as follows: (i) all All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of principalPurchased Receivables, including Principal Prepayments, and all payments made by an Obligor which is obligated to make payments on the Mortgage Loans;Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables. (ii) all All payments on account of interest (net of made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such efforts by the Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owned by such Obligor to the extent such Insurance Proceeds and Condemnation Proceeds are oldest Receivable or portion thereof is not to be applied in dispute. (c) Subject to the restoration terms and conditions of this Section 2.04(c), the Trustee agrees that it shall transfer its ownership and control over the Collection Accounts (to the extent not previously transferred as in the case of the related Mortgaged Property or released Store Accounts) and the Concentration Account to the related Mortgagor in accordance with Bank Agent upon receipt by the express requirements Trustee of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; any of (ivi) any amounts required a certificate of the Program Agent to be deposited pursuant the effect that the Purchaser Claim Termination Date has occurred, (ii) a certificate of the Program Agent to Section 3.12 in connection with any losses realized on Permitted Investments the effect that, with respect to funds held in all Series, the related Collection Account; (v) any amounts required to Amortization Dates shall have occurred or a Trust Early Amortization Event shall have occurred and be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusivecontinuing, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event that a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).Responsible

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee Master Servicer of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall The Borrower will establish a lockbox arrangement and maintain, or cause to be established and maintained, one or more separate Eligible Accounts related collection bank accounts (each such account or accountseach, a "Collection Account")) and will direct all Persons who become licensees, held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit buyers or cause account debtors under receivables with respect to be deposited any item included in the clearing account Collateral (other than de minimis amounts and proceeds of particular items of Product which account must be are assigned by a Credit Party to third-party lenders as collateral for its obligations to make certain payments upon Completion and delivery of such items of Product pursuant to production financing arrangements permitted hereunder; provided that such third- party lender shall have entered into an Eligible Accountintercreditor agreement with the Lender in form and in substance satisfactory to the Lender; and provided further that the Borrower may only assign proceeds of Distribution Agreements which relate solely to the particular item of Product whose production is being financed by such third-party lender) in which it customarily deposits to make payments and collections on mortgage loans under or in connection with its mortgage loan servicing activities on a daily basisthe license agreements, and in no event more than one Business Day after such Servicer's receipt thereofsales agreements or receivables directly to the appropriate lockbox or Collection Account. To the extent practicable, and shall thereafter deposit the Credit Parties, will amend existing agreements to direct all Persons who are licensees, buyers or account debtors under receivables with respect to any item included in the related Collateral, to make payments under or in connection with the license agreements, sales agreements or receivables directly to the appropriate lockbox or Collection Account. (b) The Credit Parties will execute such documentation as may be reasonably required by the Lender in order to provide for the deposit into the Collection Accounts of all items received in the lockbox and to otherwise effectuate the provisions of this Section 8.3. (c) In the event a Credit Party receives payment from any Person or proceeds under an Acceptable L/C, which payment should have been remitted directly to a Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received Credit Party shall promptly remit such payment or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable proceeds to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not Collection Account to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements terms of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds;this Credit Agreement. (ivd) All such lockboxes and Collection Accounts shall be maintained with the Lender or with such other financial institutions as may be approved by the Lender, subject to the right of the Lender to at any amounts required time withdraw such approval and transfer any such lockboxes and/or Collection Account(s) to the Lender or another approved financial institution. (e) The Lender is hereby authorized and directed to invest and reinvest the funds from time to time deposited in the Collection Accounts, so long as no Event of Default has occurred and is continuing, on the instructions of the Borrower (provided that such notice may be given verbally to be deposited pursuant confirmed promptly in writing) or, if the Borrower shall fail to Section 3.12 give such instruction upon delivery of any such funds, in the sole discretion of the Lender, provided that in no event may the Borrower give instructions to the Lender to, or may the Lender in its discretion, invest or reinvest funds in the Collection Accounts in other than Cash Equivalents described in clause (i) of the definition of Cash Equivalents, or described in clauses (ii) and (iii) of the definition of Cash Equivalents to the extent issued by The Chase Manhattan Bank. (f) Any net income or gain on the investment of funds from time to time held in the Collection Accounts, shall be promptly reinvested by the Lender at the direction of the Borrower as a part of the Collection Accounts and any net loss on any such investment shall be charged against the Collection Accounts. (g) The Lender shall not be a trustee for the Credit Parties, or shall have any obligations or responsibilities, or shall be liable for anything done or not done, in connection with the Collection Accounts, except as expressly provided herein and except that the Lender shall have the obligations of a secured party under the UCC. The Lender shall not have any losses realized on Permitted Investments with respect obligation or responsibilities and shall not be liable in any way for any investment decision made pursuant to funds this Section 8.3(g) or for any decrease in the value of the investments held in the related Collection Account;Accounts except for the gross negligence or wilful misconduct of Lender in carrying out the written instructions of Borrower. (vh) any amounts required For value received and to be deposited by such Servicer pursuant induce the Lender to issue Letters of Credit and to make Loans from time to time to the second paragraph Borrower as provided for in this Credit Agreement, as security for the payment of Section 3.13(a) all of the Obligations, the Credit Parties hereby assign to the Lender and grant to the Lender, a first and prior Lien upon all the Credit Parties' rights in respect and to the Collection Accounts, all cash, documents, instruments and securities from time to time held therein, and all rights pertaining to investments of any blanket policy deductibles; (vi) funds in the Collection Accounts and all products and proceeds of any Mortgage Loan repurchased or purchased of the foregoing. All cash, documents, instruments and securities from time to time on deposit in accordance with this Agreement; and (vii) the Collection Accounts, and all Prepayment Charges collected or paid (pursuant rights pertaining to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit investments of funds in the Collection Accounts shall be exclusive, it being understood immediately and agreed that, without limiting any need for any further action on the generality part of any of the foregoingCredit Parties or the Lender, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong become subject to the applicable Servicer as additional compensation Lien set forth in this Section 8.3(h), be deemed Collateral for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to all purposes hereof and be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein subject to the contrary notwithstandingprovisions of this Credit Agreement. (bi) Funds At any time after the Loans have been accelerated in accordance with Article 7 hereof, the Lender may sell any documents, instruments and securities held in the Collection Accounts and may be invested immediately apply the proceeds thereof and any other cash held in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof Accounts in accordance with Section 3.07(f)10.5 hereof.

Collection Accounts. Each deposit account (aother than Excluded Deposit Accounts, unless otherwise requested by the First Lien Debt Agent) On behalf which receives any proceeds of the Trustee, each Servicer Collateral shall establish be maintained by Credit Parties pursuant to lockbox and maintain, or cause blocked account arrangements acceptable to be established and maintained, one or more separate Eligible Accounts Administrative Agent (each such account or accountsaccount, a "“Collection Account")” and collectively, held in trust for the benefit of the Trustee. On behalf of the Trustee, “Collection Accounts”) with BofA or such other banks as may be selected by Credit Parties and be acceptable to Administrative Agent (each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on bank maintaining a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as a “Collection Bank” and when received or as otherwise required hereundercollectively, the following payments and collections received or made by it subsequent “Collection Banks”). Subject to the Cut-off Date terms of the Intercreditor Agreement, all such blocked account arrangements shall provide for the Administrative Agent’s and the First Lien Debt’s Agent’s “control” (within the meaning of the Uniform Commercial Code) of the relevant Collection Accounts, and if an Event of Default occurs and is continuing, dominion by Administrative Agent and the First Lien Debt Agent over all cash or other than in respect assets deposited into such accounts. Subject to the terms of principal or interest on the related Mortgage Loans due on or before Intercreditor Agreement, upon the Cut-off Dateoccurrence of an Event of Default, Administrative Agent shall be entitled to deliver notice to each Collection Bank instructing such Collection Bank to comply only with the instructions of Administrative Agent relating to each Collection Account maintained by such Collection Bank (each such notice, a “Dominion Notice”), or payments (other than Principal Prepayments) received by it on . On or prior to the Cut-off Date but allocable date hereof, Borrower shall deliver to Administrative Agent a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net control agreement for each Collection Account maintained as of the related Servicing Fee) on Closing Date to provide for control and springing dominion by Administrative Agent over all assets deposited therein as described above, each Mortgage Loan; (iii) all Insurance Proceeds such control agreement to be in form and Condemnation Proceeds substance acceptable to Administrative Agent. Subject to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration terms of the related Mortgaged Property Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, all funds deposited in any Collection Account shall immediately become the property of Administrative Agent, for the ratable benefit of Lenders, and Borrower shall obtain the agreement by each Collection Bank in favor of Administrative Agent to waive any recoupment, setoff rights, and any security interest in, or released to against, the related Mortgagor in accordance with the express requirements funds so deposited. Administrative Agent assumes no responsibility for lockbox and blocked account arrangements, including, without limitation, any claim of law accord and satisfaction or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments release with respect to funds held in the related Collection Account; (v) deposits accepted by any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingbank thereunder. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the TrusteeTrustee and the Group I Master Servicer, as applicable, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate segregated Eligible Accounts (each such account or accounts, a "“Collection Account"”), held in trust for the benefit of the Trustee. Funds in the related Collection Account shall not be commingled with any other funds of the related Servicer. On behalf of the Trustee, each the related Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's ’s receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days (or, in the case of Avelo, as soon as the proper cash applicable can be determined but in no event more than five Business Days) after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the related Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each related Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation ProceedsProceeds with respect to the related Mortgage Loans other than proceeds to be applied to the restoration or repair of the Mortgaged Property or released to either the Mortgagor or the holder of a senior lien on the Mortgaged Property in accordance with the related Servicer’s normal servicing procedures; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such the related Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any related Mortgage Loan repurchased or purchased in accordance with this AgreementAgreement and any Substitution Adjustment Amount; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such the related Servicer. The foregoing requirements for deposit in the related Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, any payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each the related Servicer in the related Collection Account and shall, upon collection, belong to the applicable related Servicer as additional compensation for its servicing activities. In the event a the related Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its the related Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the related Collection Accounts Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each The related Servicer shall give notice to the Trustee Trustee, the Depositor and, if applicable, the Group I Master Servicer of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf or before the Closing Date the Agent shall establish, and at all times thereafter until the Final Payout Date the Agent shall maintain, in each Currency, a segregated account in the Agent’s name into which Available Funds denominated in such Currency shall be deposited as and to the extent required by this Section 2.8 (each a “Collection Account” and together the “Collection Accounts”). Each Collection Account shall be in the name of the Trustee, each Servicer Agent and shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, bear a "Collection Account"), designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee. On Agent, on behalf of the TrusteeSecured Parties. The Agent shall have exclusive dominion and control over the Collection Accounts and all monies, each Servicer shall deposit or cause instruments and other property from time to be deposited time in the clearing account Collection Accounts. (which account must be b) Notwithstanding anything herein to the contrary, on and after the occurrence and during the continuance of an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on Event of Default or a daily basisPotential Event of Default, and in no event more than one Business Day after such Servicer's receipt thereofthe Purchaser shall, and shall thereafter deposit in require the related Collection AccountServicer, in no event more than upon the request of the Agent to the Purchaser (with a copy to the Servicer), within two (2) Business Days after receipt of any Available Funds received by the Purchaser or the Servicer in any Currency, including any Available Funds received or deposited into a Blocked Account, remit such Available Funds or cause such Available Funds to be remitted to the Collection Account for such Currency. (c) Funds on deposit in any Collection Account may be invested by the Agent, in the name of the Agent, in Eligible Investments that will mature so that such funds into will be available so as to permit the clearing account, as amounts in each Collection Account to be paid and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest applied on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off next Yield Payment Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor otherwise in accordance with the express requirements provisions of law Section 2.3 and the Servicing Agreement; provided that such funds shall not reduce the Advances or in accordance with Accepted Servicing Practices and Liquidation Proceeds;accrued Yield hereunder until so applied under Section 2.3. (ivd) any amounts required to be deposited pursuant to Section 3.12 in connection with any On each Yield Payment Date, all interest and earnings (net of losses realized and investment expenses) on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for on deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting applied in accordance with the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingServicing Agreement. (be) Funds On the Final Payout Date, any funds remaining on deposit in the Collection Accounts may be invested and not otherwise applied in Permitted Investments satisfaction of the Aggregate Unpaids in accordance with the provisions set forth in Section 3.12. Each Servicer Servicing Agreement, shall give notice be paid to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)Purchaser.

Collection Accounts. (a) On behalf of the Trustee, each Trustee and the Servicer shall establish and maintain, or cause to be established and maintained, one or more separate segregated Eligible Accounts (each such account or accounts, a "“Collection Account"”), held in trust for the benefit of the Trustee. Funds in the Collection Account shall not be commingled with any other funds of the Servicer. On behalf of the Trustee, each the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the Servicer's ’s receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the related Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each related Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation ProceedsProceeds with respect to the related Mortgage Loans other than proceeds to be applied to the restoration or repair of the Mortgaged Property or released to either the Mortgagor or the holder of a senior lien on the Mortgaged Property in accordance with the Servicer’s normal servicing procedures; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such the Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any related Mortgage Loan repurchased or purchased in accordance with this AgreementAgreement and any Substitution Adjustment Amount; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such the Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, any payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each the Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a the Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its the Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each The Servicer shall give notice to the Trustee Trustee, the Certificate Insurer and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of If requested by the TrusteeAdministrative Agent, each Servicer shall the Credit Parties will establish a lockbox arrangement and maintain, or cause to be established and maintained, one or more separate Eligible Accounts related collection bank accounts (each such account or accountseach, a "COLLECTION ACCOUNT") and will direct, by Notice of Assignment and Irrevocable Instructions, all Persons who become licensees, buyers or account debtors under receivables with respect to any item included in the Collateral (other than DE MINIMIS amounts and amounts in respect of items of Product which are assigned to third-party lenders permitted under Section 6.1(g)) to make payments under or in connection with the license agreements, sales agreements or receivables directly to the appropriate lockbox or Collection Account"). Upon agreement between the Administrative Agent and the Borrowers, held a Collection Account may also serve as the Cash Collateral Account, PROVIDED that such Collection Account is in trust the name of the Administrative Agent (for the benefit of the Trustee. On behalf Lenders) and is under the sole dominion and control of the TrusteeAdministrative Agent. To the extent practicable, each Servicer shall deposit the Credit Parties will amend existing agreements to direct all Persons who are licensees, buyers or cause account debtors under receivables with respect to be deposited any item included in the clearing account (which account must be an Eligible Account) in which it customarily deposits Collateral, to make payments and collections on mortgage loans under or in connection with its mortgage loan servicing activities on the license agreements, sales agreements or receivables directly to the appropriate lockbox or Collection Account. Arrangements will be made in a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit manner satisfactory to the Administrative Agent to periodically transfer all amounts in the related Collection Accounts to a single concentration account maintained by the Administrative Agent (the "Concentration Account"). (b) The Credit Parties will execute such documentation as may be reasonably required by the Administrative Agent in order to provide for the deposit into the Collection Accounts of all items received in the lockbox and to otherwise effectuate the provisions of this Section 8.3. (c) In the event a Credit Party receives payment from any Person or proceeds under an Acceptable L/C, which payment should have been remitted directly to a Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received Credit Party shall promptly remit such payment or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable proceeds to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not Collection Account to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements terms of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds;this Credit Agreement. (ivd) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by All such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the lockboxes and Collection Accounts shall be exclusivemaintained with the Administrative Agent or with such other financial institutions as may be approved by the Administrative Agent, it being understood and agreed that, without limiting subject to the generality right of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong Administrative Agent to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its approval and transfer any such lockboxes and/or Collection Account, any provision herein Account(s) to the contrary notwithstandingAdministrative Agent or another approved financial institution. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the TrusteeTrustee entitled "Deutsche Bank National Trust Company on behalf of IXIS Real Estate Capital Trust 2006-HE1". On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the applicable Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the related Cut-off Date, and except for $12,761.31 and $487.07 in interest which is being retained by Saxon and Master Financial, respectively), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices Practices, and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the related Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer the Servicers in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event that a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it such Servicer may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee Trustee, the Securities Administrator, the Master Servicer and the Depositor of the location of the related its Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf Each Borrower will establish and maintain the Collection Account, (b) Each Borrower will (and will cause the applicable Receivables Sub to), subject to clause (g) below and in accordance with the applicable Direction to Pay, direct the applicable Master Distributor to remit the payment of all Net Collections under or in connection with the applicable Master Distribution Agreement directly to the applicable Collection Account within 45 days after the end of each fiscal quarter, or after an Event of Default set forth in Section 7(o) has occurred, 45 days after the end of each fiscal month. (c) To the extent any Authorized Officer of the TrusteeMaster Servicer becomes aware of any Receivables Sub or Master Distributor entering into any transaction that the Master Servicer determines in good faith is not in the ordinary course of such Receivables Sub’s business and which transaction involves such Receivables Sub transferring a material portion of its rights in the Library Titles, each Servicer the applicable Borrower shall establish and maintainpromptly notify the Administrative Agent. (d) The Borrowers will execute such documentation as may be required by the Administrative Agent in order to effectuate the provisions of this Section 8.3. (e) In the event any Borrower or Receivables Sub receives payment of any Net Collections, or any other proceeds of the Collateral from any Person or proceeds under a letter of credit or otherwise, such Borrower shall promptly (but in any event, no later than five (5) Business Days) remit (or cause to be established and maintained, one remitted) such payment or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent proceeds to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not applicable Collection Account to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements terms of law this Credit Agreement. (f) The Collection Account shall be under the sole dominion (within the meaning of Section 9-104 of the UCC) of the Administrative Agent. (g) Upon the receipt of any Net Collections as described in clause (b) above (and subject to the immediately succeeding sentence), the Reserve Deposit Agent shall on a quarterly basis when received apply such Net Collections up to the amount of Quarterly Net Collections (so long as no Event of Default has occurred and is continuing) to the payment of the Loans in the manner set forth in Section 2.4(e), and during the occurrence and continuance of an Event of Default, all Net Collections received in the applicable Collection Accounts shall be applied as set forth in Section 8.7. So long as (i) no Event of Default has occurred and is continuing and (2) no Cash Reserve Threshold Event has occurred and is continuing, (x) the Reserve Deposit Agent shall on a quarterly basis, remit to the applicable Borrower the amount of any Excess Net Collections deposited into a applicable Collection Account for such fiscal quarter and not apply such amounts to the Obligations and (y) each Borrower shall be permitted to instruct the applicable Master Distributor to remit all or any portion of the Excess Net Collections for such fiscal quarter to an account other than a Collection Account (other than any amounts needed to increase the Cash Reserve Amount) and (z) any such amounts under clause (y) shall be deemed to have been deposited into the Collection Account and then remitted by the Reserve Deposit Agent in accordance with Accepted Servicing Practices and Liquidation Proceeds; clause (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(ax)) by such Servicer. The foregoing requirements for deposit Any remaining Net Collections in the Collection Accounts shall be exclusive, it being understood applied to any Obligations then due and agreed that, without limiting the generality of the foregoing, payments payable in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees manner and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong pursuant to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions priority set forth in Section 3.129.2. Each Servicer shall give notice By way of clarification, during each fiscal quarter unless an Event of Default or Cash Reserve Threshold Event has occurred and is continuing, so long as the total amount of Net Collections for such fiscal quarter that are required to be paid into the Collection Account pursuant to the Trustee terms of Section 8.3(b), and any amount that remains available in the location of the related Collection Account maintained by it when established for application pursuant to the terms of this Section 8.3(g) equals or exceeds the sum of (i) an amount equal to the Quarterly Net Collections for such fiscal quarter plus (ii) an amount needed to increase the Cash Reserve Amount to meet the Cash Reserve Required Amount, each Borrower shall be deemed to be in compliance with its obligations under Section 8.3(b) and prior to any change thereof in accordance with this Section 3.07(f8.3(g).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate segregated Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in into the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices Practices, Liquidation Proceeds and Liquidation ProceedsSubsequent Recoveries; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicerthe Servicers. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of With respect to Collections and the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent theretoAccounts: (i) the Seller has caused the Originator and the Collection Agent to instruct all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments on account at a store location of principal, including Principal Prepayments, on the Mortgage LoansOriginator; (ii) the Originator has agreed to cause each of its stores (A) to deposit all payments In-Store Collections with a local bank within one Business Day of its receipt thereof, and (B) on account the same day as such deposit, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or by wire transfer) of interest all such In-Store Collections; the Originator has agreed to remit to the “Sub-Servicer” under the Transfer Agreement, on the date of receipt of any such In-Store Collections in the Concentration Account, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (net or shall disburse the same in the manner and to such Persons as the Collection Agent shall otherwise direct in accordance with the terms and provisions of this Agreement); and the Collection Agent, if it receives any of the related Servicing Feesame, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) on each Mortgage Loanabove if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt; (iii) all Insurance Proceeds Collections in the Lock-Boxes are deposited, on the same Business Day received, directly into a Lock-Box Account and Condemnation Proceeds subsequently (within one Business Day after such deposit) transferred to the extent such Insurance Proceeds Concentration Account and Condemnation Proceeds are not to be applied the Seller shall thereupon make the same available to the restoration of the related Mortgaged Property or released to the related Mortgagor Collection Agent for application in accordance with Article VI and the express requirements other terms and provisions of law or in accordance with Accepted Servicing Practices and Liquidation Proceedsthis Agreement; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection all Lock-Boxes, Lock-Box Accounts and Concentration Accounts as of the date hereof, together with any losses realized the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Permitted Investments Exhibit III and, with respect to funds held each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in the related Collection AccountSection 5.2(b) with respect thereto; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) a Collection Account Agreement in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the appropriate form, has been duly executed and delivered by the applicable Collection Accounts may be invested in Permitted Investments in accordance with Bank, the provisions set forth in Section 3.12. Each Servicer shall give notice to Originator, the Trustee of Seller and the location of the related Agent and such Collection Account maintained by it when established Agreement remains in full force and prior to any change thereof in accordance with Section 3.07(f)effect.

Collection Accounts. (a) On behalf of The Trustee shall, prior to the TrusteeClosing Date, each Servicer establish a segregated trust account which shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "designated as the “Collection Account"” and will consist of two subaccounts, the “Interest Collection Account” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeNoteholders and each Hedge Counterparty, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “A-” or “A2,” as applicable, or a short-term debt rating at least equal to “A-1,” “P-1” or “F1,” as applicable. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Collateral Debt Security or other Assets received by the Trustee in Dollars shall be immediately deposited into the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria, or in Eligible Investments). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer or the Collateral Manager, on behalf of the Issuer, shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Collateral Manager and the Issuer, or the Collateral Manager on behalf of the Issuer, shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Collateral Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer, or cause the Collateral Manager on behalf of the Issuer, need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Collateral Debt Securities or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer, or the Collateral Manager on behalf of the Issuer, shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer, or the Collateral Manager on behalf of the Issuer, within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer, or the Collateral Manager on behalf of the Issuer, within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer, or the Collateral Manager on behalf of the Issuer, shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such Monies as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing not later than the earlier of (i) thirty (30) days after the date of such investment or (ii) the Business Day immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related applicable Collection Account, any gain realized from such investments shall be credited to the applicable Collection Account, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in no event more than two Business Days after the deposit any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such funds applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Reinvestment Period (and thereafter to the extent necessary to acquire Collateral Debt Securities pursuant to contracts entered into during the clearing account, as and when received or as otherwise required hereunderReinvestment Period), the following payments Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and collections received or made upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Collateral Debt Securities selected by it subsequent the Collateral Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. (e) Subject to Section 10.2(f), the Trustee shall transfer to the Cut-off Date (other than Payment Account for application pursuant to Section 11.1(a) and in respect accordance with the calculations and the instructions contained in the Notes Valuation Report prepared by the Trustee on behalf of principal or interest on the related Mortgage Loans due on or before the Cut-off DateIssuer pursuant to Section 10.12(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments amounts that the Issuer is entitled to reinvest in accordance with Section 12.2 and which the Issuer so elects to reinvest in accordance with the terms of this Indenture. (f) Notwithstanding the foregoing, the Trustee shall transfer to the Payment Account from amounts on account deposit in the Interest Collection Account or, solely in the case of interest (net of the related Servicing Fee) on each Mortgage Loan; clause (iii) all Insurance Proceeds below, the Principal Collection Account, as applicable, such amounts, if any, that are due and Condemnation Proceeds payable to (i) Green Loan in respect of the Green Loan Administrative Fee in accordance with, and at the times set forth in, the Asset Servicing Agreement, (ii) Green Loan in respect of any special servicing fees due to Green Loan in accordance with, and at the times set forth in, the Asset Servicing Agreement (to the extent such Insurance Proceeds amounts have not otherwise been paid) and Condemnation Proceeds are not to be applied to (iii) any Hedge Counterparty, in satisfaction of any Hedge Payment Amount (other than any amount due and payable by the restoration of Issuer under the related Mortgaged Property Hedge Agreement following an Event of Default or released to Termination Event (other than Illegality or Tax event) (each as defined in the related Mortgagor Hedge Agreement) with respect to which such Hedge Counterpart is the Defaulting Party or the sole Affected Party (as defined in the related Hedge Agreement)), if any, then due and payable to such Hedge Counterparty in accordance with the express requirements terms of law the related Hedge Agreement. Any required payments to Hedge Counterparties pursuant to clause (iii) of the preceding sentence shall be made, first, from amounts on deposit in the Interest Collection Account and, second, to the extent amounts on deposit in the Interest Collection Account are insufficient, from amounts on deposit in the Principal Collection Account. The Trustee shall make each such transfer on or in accordance with Accepted Servicing Practices and Liquidation Proceeds;prior to the Business Day prior to the related payment date. (ivg) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held Notwithstanding the foregoing, the Trustee shall deposit a portion, as specified in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph Asset Hedge Schedules, of Section 3.13(a) all payments of interest received in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in Non-Quarterly Pay Assets into the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Asset Hedge Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (ai) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be The Borrower Parties have established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the CutEffective Date one or more interest-off Date but allocable bearing or non-interest bearing deposit accounts (collectively, the “Collection Accounts”). The parties hereto agree that, subject to the Mortgage, the Security Trustee shall have control of each Collection Account and all monies, instruments and other property from time to time on deposit therein pursuant to a Due Period subsequent thereto: (i) all payments Deposit Account Control Agreement, which shall provide that the applicable Borrower Party is entitled to provide instructions to the applicable depository bank regarding the withdrawal, transfer or payment of funds on account deposit in such Collection Account prior to such depository bank receiving notice from the Security Trustee of principal, including Principal Prepayments, on the Mortgage Loans;occurrence and continuance of an Event of Default. (ii) On or prior to the Effective Date, each Borrower Party has instructed all payments on account Lessees and other Applicable Obligors, and after the Effective Date shall instruct all future Lessees and other Applicable Obligors, to make payment of interest (net Collections in respect of any Lease or Disposition Event only by wire transfer directly to a Collection Account. Schedule 2.11 lists all Collection Accounts as of the related Servicing FeeEffective Date, and such schedule correctly identifies with respect to each such Collection Account (1) the name, address and telephone number of the applicable depository bank, (2) the name in which such account is held and (3) the complete account number therefor. In the event that any Borrower Party receives any cash, checks, money orders or any other form of payment as Collections in respect of a Lease or Disposition Event directly, such Borrower Party shall deposit such cash, checks, money orders or other form of payment of Collections, in the form so received (with all necessary endorsements), into a Collection Account as promptly as practicable but not later than the close of business on each Mortgage Loan;the Business Day two Business Days following the day such Borrower Party has actual knowledge of receipt thereof. (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) If, for any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments reason, a Control Agreement with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related a Collection Account and shallterminates or any depository bank fails to comply with its obligations under a Control Agreement to which it is a party, upon collection, belong to then the applicable Servicer as additional compensation for its servicing activities. In the event Borrower Party shall promptly notify all Applicable Obligors who had previously been instructed to make wire payments to a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by at such depository bank to make all future payments directly to a different Collection Account maintained at a different depository bank. No Borrower Party shall close any Collection Account unless it when shall have, subject to the Mortgage, (A) received the prior written consent of the Required Persons, (B) established a new account with a new depositary institution satisfactory to the Security Trustee in its reasonable discretion, (C) entered into a Deposit Account Control Agreement covering such new account with such new depositary institution in a form that is satisfactory in all respects to the Security Trustee in its reasonable discretion (whereupon, for all purposes of this Agreement, such new account shall become a Collection Account) and prior (D) taken all such action as the Security Trustee shall require to any change thereof grant a security interest in accordance with Section 3.07(f)and Lien on such new Collection Account in favor of the Security Trustee.

Collection Accounts. (a) On behalf The Trustee shall, prior to the Closing Date, establish a Securities Account which shall be designated as the “Collection Account” (which may be deemed a subaccount of the TrusteeCustodial Account) and which may be deemed to consist of two subaccounts, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Interest Collection Account"” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeSecured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all Sale Proceeds and (ii) all Interest Proceeds and all Principal Proceeds. On behalf In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such amounts in the Collection Accounts as it deems, in its sole discretion, to be advisable. All amounts deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, Assets and shall thereafter be applied to the purposes herein provided. The Collection Accounts shall remain at all times with either (x) the Trustee’s Corporate Trust Office in a segregated trust account that is subject to fiduciary funds on deposit in regulations (or internal guidelines) substantially similar to 12 C.F.R. § 9.10(b) or (y) a financial institution having a long-term debt rating at least equal to “Aa3” by Mxxxx’x and the related Collection Accountequivalent by KBRA (if rated by KBRA) and a short-term debt rating at least equal to “P-1” by Mxxxx’x and the equivalent by KBRA (if rated by KBRA) (or, in no event more than two Business Days after each case, such lower rating as the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date applicable Rating Agency shall approve). (other than in respect b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Collateral Interest or other Assets received by the Trustee shall be immediately credited to the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively. Subject to Sections 10.2(e) and 11.2, all such property shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. (c) [Reserved] (d) The Trustee shall transfer to the Payment Account for application pursuant to Section 11.1(a) and in accordance with the calculations and the instructions contained in the Monthly Report prepared by the Trustee on behalf of the related Mortgage Loans due on or before the Cut-off DateIssuer pursuant to Section 10.10(b), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: (i) all payments on account of principaleach Payment Date, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds then held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting other than Interest Proceeds or Principal Proceeds received after the generality end of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong Due Period with respect to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingPayment Date. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "“Collection Account"”), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day (or two Business Days in the case of Saxon) after such Servicer's ’s receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days (or one Business Day in the case of Saxon) after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. 9.2.1 The Borrower shall procure that any and all monies received directly or indirectly by the Borrower and/or each Owner (or, if applicable, Owner Trustee) and/or each Intermediate Lessor (including those received through any of such person’s bank accounts) from, comprising or in connection with: (a) On behalf of any Lease Documents but excluding Maintenance Reserve Payments and Security Deposit Payments; (b) any monies which the TrusteeHedging Counterparties are required to pay to the Borrower from time to time pursuant to any Hedging Agreement; (c) Final Disposition Proceeds; (d) Insurance Proceeds; (e) Warranty Proceeds; (f) proceeds from the Collateral; (g) any Break Gains; and (h) any Swap Breakage Gains, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "paid into the relevant Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer . 9.2.2 No Obligor shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related make any withdrawal from any Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than Account in respect of principal or interest on which it is the related Mortgage Loans due on or before the Cut-off Date), or payments (account holder other than Principal Prepaymentsto make the transfers between Collection Accounts as contemplated in Clause 9.1.3 and as provided in Clause 8 (Application of Proceeds) received by it and as provided in sub-clauses 9.2.3 and 9.2.4. 9.2.3 If any Final Disposition Proceeds are credited to any Collection Account after the occurrence of a Final Disposition, then no Obligor will be entitled to make any withdrawal from such Collection Account in respect of such Final Disposition Proceeds until the date on or prior which the Borrower is required to repay the Loan attributable to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on Aircraft which was the Mortgage Loans; (ii) all payments on account of interest (net subject of the related Servicing FeeFinal Disposition in accordance with Clause 8.5.2(a) on each Mortgage Loan; (iii) all Insurance of the Facility Agreement, whereupon such Final Disposition Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to will be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements relevant order of law priority provided for in Clause 8 (Application of Proceeds), including in repaying such Loan and any other amounts due under the Transaction Documents in connection with such repayment, before any balance is paid to the Borrower pursuant to sub-clauses 8.3.6 or 8.4.6 (as applicable). 9.2.4 If any Total Loss Proceeds are credited to any Collection Account after the occurrence of a Total Loss, then no Obligor will be entitled to make any withdrawal from such Collection Account in respect of such Total Loss Proceeds until the date on which the Borrower is required to repay the Loan attributable to the Aircraft which was the subject of the Total Loss in accordance with Accepted Servicing Practices and Liquidation Proceeds; (ivsub-clause 8.5.2(b) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoingFacility Agreement, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not whereupon such Total Loss Proceeds will be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments applied in accordance with the provisions set forth relevant order of priority provided for in Section 3.12. Each Servicer shall give notice Clause 8 (Application of Proceeds), including in repaying such Loan and any other amounts due under the Transaction Documents in connection with such repayment, before any balance is paid to the Trustee of the location of the related Collection Account maintained by it when established and prior Borrower pursuant to any change thereof in accordance with Section 3.07(fsub-clauses 8.3.6 or 8.4.6 (as applicable).

Collection Accounts. (a) On behalf of the Trustee, each the Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such the Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each the Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a the Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the TrusteeTrustee and the Master Servicer, as applicable, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate segregated Eligible Accounts (each such account or accounts, a "“Collection Account"”), held in trust for the benefit of the Trustee. Funds in the related Collection Account shall not be commingled with any other funds of the related Servicer. On behalf of the Trustee, each the related Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's ’s receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days (or, in the case of Avelo, as soon as the proper cash applicable can be determined but in no event more than five Business Days) after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the related Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each related Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation ProceedsProceeds with respect to the related Mortgage Loans other than proceeds to be applied to the restoration or repair of the Mortgaged Property or released to either the Mortgagor or the holder of a senior lien on the Mortgaged Property in accordance with the related Servicer’s normal servicing procedures; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such the related Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any related Mortgage Loan repurchased or purchased in accordance with this AgreementAgreement and any Substitution Adjustment Amount; and (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such the related Servicer. The foregoing requirements for deposit in the related Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, any payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each the related Servicer in the related Collection Account and shall, upon collection, belong to the applicable related Servicer as additional compensation for its servicing activities. In the event a the related Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its the related Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the related Collection Accounts Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each The related Servicer shall give notice to the Trustee Trustee, the Certificate Insurer, the Depositor and the Master Servicer of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.

Collection Accounts. (a) On behalf of the Trustee, each Servicer The Indenture Trustee shall establish and maintain, or cause to be established and maintained, maintain one or more separate Eligible Accounts accounts (each such account or accounts, a the "Collection Account"), held in trust for the benefit of the Indenture Trustee, the Noteholders and the Insurer. On behalf of the Indenture Trustee, each the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two one Business Days Day after the deposit of such funds payments into the such clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it on or subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage LoansLoans in each Group; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage LoanLoan in each Group; (iii) all Insurance Proceeds and Condemnation Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid by the Servicer in connection with a purchase of Mortgage Loans and REO Properties in each Group pursuant to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation ProceedsSection 10.01); (iv) any amounts required to be deposited pursuant to Section 3.12 3.14 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection AccountAccount with respect to the Mortgage Loans in each Group; (v) any amounts required to be deposited by such the Servicer pursuant to the second paragraph of Section 3.13(a3.16(a) in respect of any blanket policy deductibles;deductibles with respect to the Mortgage Loans in each Group; and (vi) all proceeds any Purchase Price or Substitution Shortfall Amount delivered to the Servicer. For purposes of the immediately preceding sentence, the Cut-off Date with respect to any Qualified Substitute Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant shall be deemed to Section 3.07(a)) by such Servicerbe the date of substitution. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment or late payment charges, NSF fees, reconveyance fees, charges or assumption fees and other similar fees and charges need not be deposited by each the Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activitiesAccount. In the event a the Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its the Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in The Indenture Trustee shall establish and maintain the Collection Accounts may be invested in Permitted Investments Distribution Account in accordance with the provisions set forth in of Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).8.7

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day (two Business Days in the case of Saxon) after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days (one Business Day in the case of Saxon) after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf The Trustee shall, prior to the Closing Date, establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Collection Account” (which may be a subaccount of the TrusteeCustodial Account) and shall consist of two subaccounts, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Interest Collection Account"” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeSecured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all Sale Proceeds (unless simultaneously reinvested in Replacement Loan Obligations in accordance with terms set forth in Section 12.2(a)) and (ii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall, be required to, deposit from time to time such amounts in the Collection Accounts as it deems, in its sole discretion, to be advisable. All amounts deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “Aa3” by Xxxxx’x and a short-term debt rating at least equal to “P-1” by Xxxxx’x. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Loan Obligation or other Assets received by the Trustee shall be immediately credited to the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Replacement Loan Obligations, in accordance with Section 12.2(a)). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Loan Obligation Manager and the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Loan Obligation Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer (or cause the Loan Obligation Manager on behalf of the Issuer) need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Loan Obligations or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such amounts as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments with maturities of less than 30 days and that are sold by the Issuer not later than two Business Days immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the clearing account (which account must applicable Collection Account, any gain realized from such investments shall be an Eligible credited to the applicable Collection Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Replacement Period (and up to 60 days thereafter to the extent necessary to acquire Loan Obligations pursuant to binding commitments entered into during the Replacement Period using Principal Proceeds received during or after the Replacement Period), the Loan Obligation Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Loan Obligations selected by the Loan Obligation Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. Any Principal Xxxxxxxx standing to the credit of the Principal Collection Account may be designated by the Loan Obligation Manager for application to reinvestment in Replacement Loan Obligations (such Principal Proceeds, “Designated Principal Proceeds”) and, if and for so long as such Principal Proceeds are Designated Principal Proceeds, such Principal Proceeds shall remain in the Principal Collection Account (or invested in Eligible Investments) until the earlier of (i) the time the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are no event more than one longer so designated, (ii) the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are to be applied to the purchase of Replacement Loan Obligations in accordance with Section 12.2(a) and (iii) the later of (x) the first Business Day after such Servicer's receipt thereofthe last day of the Replacement Period and (y) if after the last day of the Replacement Period, the last settlement date within 60 days of the last day of the Replacement Period with respect to the last Replacement Loan Obligation that the Issuer has entered into an irrevocable commitment to purchase. Any Principal Proceeds that are not Designated Principal Proceeds as of the Determination Date related to any Payment Date shall be applied pursuant to clauses (4) through (8) of Section 11.1(a)(ii) or pursuant to Section 11.1(a)(iii), as applicable. (e) The Trustee shall transfer to the Payment Account for application pursuant to Section 11.1(a) and shall thereafter deposit in accordance with the calculations and the instructions contained in the related Collection Account, in no event more than two Business Days after Monthly Report prepared by the deposit Trustee on behalf of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent Issuer pursuant to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off DateSection 10.11(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments on account of interest (net of amounts that the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds Issuer is entitled to reinvest in accordance with Section 12.2 and Condemnation Proceeds which the Issuer so elects to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor reinvest in accordance with the express requirements terms of law or this Indenture, except that, to the extent that Principal Proceeds in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any the Principal Collection Account as of such date are in excess of the amounts required to be deposited applied pursuant to Section 3.12 the Priority of Payments up to and including the next Payment Date as shown in connection with any losses realized on Permitted Investments the Monthly Report with respect to funds held such Payment Date, the Issuer may direct the Trustee to retain such excess amounts in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Principal Collection Account and shall, upon collection, belong not to transfer such excess amounts to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Payment Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to and the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)shall do so.

Collection Accounts. (ai) On behalf The Borrower has established with each Collection Account Bank one or more Collection Accounts subject, in each case, to a fully executed Collection Account Agreement. The Borrower agrees that the Administrative Agent shall have exclusive dominion and control of the Trusteeeach Collection Account and all monies, each Servicer instruments and other property from time to time on deposit therein. The Borrower shall establish and maintain, not make or cause to be established made, or have any ability to make or cause to be made, any withdrawals from any Collection Account except as provided in Section 6.01(b)(ii). (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all existing Obligors of Transferred Receivables, and maintainedshall instruct all future Obligors of such Receivables, to make payments in respect thereof only (A) by check or money order mailed to one or more separate Eligible Accounts lockboxes or post office boxes under the control of the Administrative Agent (each a “Lockbox” and collectively the “Lockboxes”) or (B) by wire transfer or moneygram directly to a Collection Account. Schedule 4.01(q) lists all Lockboxes and all Collection Account Banks at which the Borrower maintains Collection Accounts as of the Effective Date, and such schedule correctly identifies (1) with respect to each such Collection Account Bank, the name, address and telephone number thereof, (2) with respect to each Collection Account, the name in which such account is held and the complete account number therefor, and (3) with respect to each Lockbox, the lockbox number and address thereof. The Borrower (or accountsthe Servicer on Borrower’s behalf) shall endorse, a "to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in the Collection Account", in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. In addition, the Borrower shall deposit or cause to be deposited into a Collection Account all cash, checks, money orders or other proceeds of Transferred Receivables or Borrower Collateral received by it other than in a Lockbox or a Collection Account, in the form so received (with all necessary endorsements), not later than the close of business on the first Business Day following the date of receipt thereof, and until so deposited all such items or other proceeds shall be held in trust for the benefit of the TrusteeAdministrative Agent. On behalf of the Trustee, each Servicer The Borrower shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, not make and shall thereafter deposit not permit the Servicer to make any deposits into a Lockbox or any Collection Account except in accordance with the related Collection Account, in no event more than two Business Days after the deposit terms of such funds into the clearing account, as and when received this Agreement or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (any other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan;Related Document. (iii) If, for any reason, a Collection Account Agreement terminates or any Collection Account Bank fails to comply with its obligations under the Collection Account Agreement to which it is a party, then the Borrower shall promptly notify all Insurance Proceeds and Condemnation Proceeds Obligors of Transferred Receivables who had previously been instructed to the extent make wire payments to a Collection Account maintained at any such Insurance Proceeds and Condemnation Proceeds are not Collection Account Bank to be applied make all future payments to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related a new Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased Account in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a6.01(a)(iii)) by such Servicer. The foregoing requirements for deposit Borrower shall not close any Collection Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Collection Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Collection Account Bank or with such new depositary institution substantially in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality form of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related predecessor Collection Account and shall, upon collection, belong Agreement or that is satisfactory in all respects to the applicable Servicer as additional compensation Administrative Agent (whereupon, for its servicing activities. In all purposes of this Agreement and the event other Related Documents, such new account shall become a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, such new agreement shall become a Collection Account Agreement and any provision herein new depositary institution shall become a Collection Account Bank), and (D) taken all such action as the Administrative Agent shall reasonably require to grant and perfect a first priority Lien in such new Collection Account to the contrary notwithstanding. (b) Funds in Administrative Agent under Section 7.01 of this Agreement. Except as permitted by this Section 6.01(a), the Borrower shall not, and shall not permit the Servicer to, open any new Lockbox or Collection Accounts may be invested in Permitted Investments in accordance with Account without the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee prior written consent of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)Administrative Agent.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)3.07) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (ai) On behalf The Borrower has established with each Collection Account Bank one or more Collection Accounts subject, in each case, to a fully executed Collection Account Agreement. The Borrower agrees that the Administrative Agent shall have exclusive dominion and control of the Trusteeeach Collection Account and all monies, each Servicer instruments and other property from time to time on deposit therein. The Borrower shall establish and maintain, not make or cause to be established made, or have any ability to make or cause to be made, any withdrawals from any Collection Account except as provided in Section 6.01(b)(ii). The Administrative Agent hereby agrees that until such time as it exercises its right to take control of the Collection Accounts under Section 7.05(d), the Administrative Agent will not instruct any Collection Account Bank to make any withdrawals from any related Collection Account except to remit such amounts to a Concentration Account in accordance with Section 6.01(b)(ii). (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all existing Obligors of Transferred Receivables, and maintainedshall instruct all future Obligors of such Receivables, to make payments in respect thereof only (A) by check or money order mailed to one or more separate Eligible Accounts lockboxes or post office boxes subject to a Collection Account Agreement (each such account a “Lockbox” and collectively the “Lockboxes”) or accounts, (B) by wire transfer or moneygram directly to a "Collection Account or a Concentration Account. The Borrower (or the Servicer on the Borrower’s behalf) has instructed all Collection Account Banks to deposit all items sent to a Lockbox directly into a Collection Account". The Borrower (or the Servicer on Borrower’s behalf) shall endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in the Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. In addition, the Borrower shall deposit or cause to be deposited into a Collection Account all cash, checks, money orders or other proceeds of Transferred Receivables or Borrower Collateral received by it other than in a Lockbox or a Collection Account, in the form so received (with all necessary endorsements), not later than the close of business on the second Business Day following the date of receipt thereof, and until so deposited all such items or other proceeds shall be held in trust for the benefit of the TrusteeAdministrative Agent. On behalf of the Trustee, each Servicer The Borrower shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, not make and shall thereafter deposit in not permit the related Servicer to make any deposits into a Lockbox or any Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor Account except in accordance with the express requirements terms of law this Agreement or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingTransaction Document. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of With respect to Collections and the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent theretoAccounts: (i) the Seller has caused the Originator and the Collection Agent to instruct all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments on account at a store location of principal, including Principal Prepayments, on the Mortgage LoansOriginator; (ii) the Originator has agreed to cause each of its stores (A) to deposit all payments In-Store Collections with a local bank within one Business Day of its receipt thereof, and (B) on account the same day as such deposit, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or by wire transfer) of interest all such In-Store Collections; the Originator has agreed to remit to the "Sub-Servicer" under the Transfer Agreement, on the date of receipt of any such In-Store Collections in the Concentration Account, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (net or shall disburse the same in the manner and to such Persons as the Collection Agent shall otherwise direct in accordance with the terms and provisions of this Agreement); and the Collection Agent, if it receives any of the related Servicing Feesame, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) on each Mortgage Loanabove if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt; (iii) all Insurance Proceeds Collections in the Lock-Boxes are deposited, on the same Business Day received, directly into a Lock-Box Account and Condemnation Proceeds subsequently (within one Business Day after such deposit) transferred to the extent such Insurance Proceeds Concentration Account and Condemnation Proceeds are not to be applied the Seller shall thereupon make the same available to the restoration of the related Mortgaged Property or released to the related Mortgagor Collection Agent for application in accordance with Article VI and the express requirements other terms and provisions of law or in accordance with Accepted Servicing Practices and Liquidation Proceedsthis Agreement; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection all Lock-Boxes, Lock-Box Accounts and Concentration Accounts as of the date hereof, together with any losses realized the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Permitted Investments Exhibit III and, with respect to funds held each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in the related Collection AccountSection 5.2(b) with respect thereto; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) a Collection Account Agreement in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the appropriate form, has been duly executed and delivered by the applicable Collection Accounts may be invested in Permitted Investments in accordance with Bank, the provisions set forth in Section 3.12. Each Servicer shall give notice to Originator, the Trustee of Seller and the location of the related Agent and such Collection Account maintained Agreement remains in full force and effect. The Seller has not granted any Person, other than the Agent as contemplated by it when established this Agreement, dominion and prior control of any Collection Account, or the right to take dominion and control of any change thereof in accordance with Section 3.07(f)Collection Account at a future time or upon the occurrence of a future event.

Collection Accounts. (a) On behalf The Trustee shall, prior to the Closing Date, establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Collection Account” (which may be a subaccount of the TrusteeCustodial Account) and shall consist of two subaccounts, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Interest Collection Account"” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeSecured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all Sale Proceeds (unless simultaneously reinvested in Replacement Loan Obligations in accordance with terms set forth in Section 12.2(a)) and (ii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall, be required to, deposit from time to time such amounts in the Collection Accounts as it deems, in its sole discretion, to be advisable. All amounts deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “Aa3” by Xxxxx’x and a short-term debt rating at least equal to “P-1” by Xxxxx’x. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Loan Obligation or other Assets received by the Trustee shall be immediately credited to the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Replacement Loan Obligations, in accordance with Section 12.2(a)). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Loan Obligation Manager and the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Loan Obligation Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer (or cause the Loan Obligation Manager on behalf of the Issuer) need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Loan Obligations or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such amounts as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments with maturities of less than 30 days and that are sold by the Issuer not later than two Business Days immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the clearing account (which account must applicable Collection Account, any gain realized from such investments shall be an Eligible credited to the applicable Collection Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Replacement Period (and up to 60 days thereafter to the extent necessary to acquire Loan Obligations pursuant to binding commitments entered into during the Replacement Period using Principal Proceeds received during or after the Replacement Period), the Loan Obligation Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Loan Obligations selected by the Loan Obligation Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. Any Principal Xxxxxxxx standing to the credit of the Principal Collection Account may be designated by the Loan Obligation Manager for application to reinvestment in Replacement Loan Obligations (such Principal Proceeds, “Designated Principal Proceeds”) and, if and for so long as such Principal Proceeds are Designated Principal Proceeds, such Principal Proceeds shall remain in the Principal Collection Account (or invested in Eligible Investments) until the earlier of (i) the time the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are no event more than one longer so designated, (ii) the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are to be applied to the purchase of Replacement Loan Obligations in accordance with Section 12.2(a) and (iii) the later of (x) the first Business Day after such Servicer's receipt thereofthe last day of the Replacement Period and (y) if after the last day of the Replacement Period, the last settlement date within 60 days of the last day of the Replacement Period with respect to the last Replacement Loan Obligation that the Issuer has entered into an irrevocable commitment to purchase. Any Principal Proceeds that are not Designated Principal Proceeds as of the Determination Date related to any Payment Date shall be applied pursuant to clauses (3) through (6) of Section 11.1(a)(ii) or pursuant to Section 11.1(a)(iii), as applicable. (e) The Trustee shall transfer to the Payment Account for application pursuant to Section 11.1(a) and shall thereafter deposit in accordance with the calculations and the instructions contained in the related Collection Account, in no event more than two Business Days after Monthly Report prepared by the deposit Trustee on behalf of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent Issuer pursuant to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off DateSection 10.11(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments on account of interest (net of amounts that the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds Issuer is entitled to reinvest in accordance with Section 12.2 and Condemnation Proceeds which the Issuer so elects to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor reinvest in accordance with the express requirements terms of law or this Indenture, except that, to the extent that Principal Proceeds in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any the Principal Collection Account as of such date are in excess of the amounts required to be deposited applied pursuant to Section 3.12 the Priority of Payments up to and including the next Payment Date as shown in connection with any losses realized on Permitted Investments the Monthly Report with respect to funds held such Payment Date, the Issuer may direct the Trustee to retain such excess amounts in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Principal Collection Account and shall, upon collection, belong not to transfer such excess amounts to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Payment Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to and the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)shall do so.

Collection Accounts. (a) On behalf of With respect to the TrusteeMortgage Loans, each the Servicer shall establish and maintain, or cause to be established and maintained, maintain one or more separate Eligible Accounts (each such account or accountseach, a "“Collection Account"), held in trust ”) for the benefit of the Trusteetrust for the purposes set forth herein. On behalf of Collection Accounts shall be denominated “Midland Loan Services, Inc. in Trust for [the Trustee, each applicable owner]” or in such other manner as the Master Servicer prescribes. The Servicer shall deposit or cause to be deposited in into the clearing account Collection Accounts within one (which account must be an Eligible Account1) in which it customarily deposits Business Day after receipt all payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior after the date hereof with respect to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; , other than payments and collections with respect to any REO Property (ii) all payments on account of interest (net of which shall be deposited into the Collection Account from amounts withdrawn from the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited REO Account pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased 3.11(a)), Escrow Payments or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need Additional Servicing Compensation. (b) The Servicer shall make withdrawals from the Collection Accounts only as follows (the order set forth below not be constituting an order of priority for such withdrawals): (i) to withdraw any amount deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount Accounts which was not required to be deposited therein; (ii) pursuant to Section 5.01, it may at any time withdraw such amount from its Collection Account, any provision herein to pay to the contrary notwithstanding.Servicer the Servicing Fee, Special Servicing Fee, Workout Fee and Disposition Fee on each Remittance Date; (biii) Funds pursuant to Section 5.02, to pay or reimburse the Servicer for any Servicing Advances (including interest thereon at the Advance Rate); (iv) to pay to the Servicer from time to time any interest or investment income earned on funds deposited in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in pursuant to Section 3.12. Each Servicer shall give notice 3.04; (v) to remit to the Trustee Master Servicer on each Remittance Date, pursuant to wiring instructions from the Master Servicer, all amounts (which, for the avoidance of doubt shall include all prepayment penalties collected from the borrower) on deposit in the Collection Accounts (that represent good funds) as of the location close of business on the related Determination Date, net of any withdrawals from the Collection Account maintained pursuant to this Section; (vi) to clear and terminate the Collection Accounts upon the termination of this Agreement; (vii) pursuant to Section 5.02, to pay or reimburse itself for Advances not previously reimbursed; and (viii) to reimburse itself out of general collections for any Advance or Servicing Advance made that has been deemed by it when established and prior the Servicer to any change thereof in accordance with Section 3.07(f)be a Nonrecoverable Advance.

Collection Accounts. (a) On behalf or prior to the Transfer Date, the Servicer, for the benefit of the TrusteeBeneficiaries, each Servicer shall establish and maintain, maintain or cause to be established and maintained, one or more separate Eligible Accounts maintained (i) lock boxes to which Obligors will remit payments with respect to any Receivable (each such account or accountslock box, a "Lock Box") and (ii) in the name of the Trustee, on behalf of the Trust, with an Eligible Institution, segregated accounts accessible by the Trustee (each such account, a "Collection Account"), held in trust . Obligors will be directed to remit payments with respect to their Receivables to a Lock Box or a Collection Account. The Lock Boxes and Collection Accounts shall be under the sole dominion and control of the Trustee for the benefit of the TrusteeBeneficiaries. On behalf of the Trustee, each The Servicer shall deposit or cause the Trustee to be deposited transfer Collections to the Concentration Account in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions manner set forth in Section 3.124.02(a). Each Collection Account shall be maintained with documentation and instructions in form and substance satisfactory to the Trustee. Such documentation shall provide, among other things, that available amounts shall be promptly transferred to the Concentration Account. The Servicer will not (i) make any change in any Lock Box numbers, the name, address or ABA number of any Collection Account Bank, the account number of any Collection Account, the name, address or ABA number of any Concentration Account Bank, or the account number for any Concentration Account from that set forth in Schedule 3.03(f) hereto or (ii) amend any instruction to any Obligor or any instruction to or agreement with any Collection Account Bank with respect to any Lock Box or Collection Account (other than to (A) redirect payments of Obligors to a different Lock Box or Collection Account or to the Concentration Account, (B) to close unused Lock Boxes and Collection Accounts and (C) open new Lock Boxes and Collection Accounts if the Trustee shall give notice have received executed copies of the Collection Account Letters with each new Collection Account Bank or Lock Box Letters with each new Person holding a Lock Box, as applicable) unless the Trustee (if directed to do so by a Majority in Interest of each outstanding Series or, if the related Supplement so provides, the Enhancement Provider for such Series) shall have given its prior consent to such change or amendment. The Servicer hereby agrees and acknowledges that (i) it has executed and delivered to the Trustee a letter and executed acknowledgement thereto substantially in the form of the location of the related Exhibit C hereto (each, a "Collection Account Letter" or a "Lock Box Letter", as the case may be), addressed to and executed by each banking institution or other Person with which a Collection Account or a Lock Box, as the case may be, is maintained (each such banking institution with which a Collection Account is maintained being a "Collection Account Bank") and (ii) it shall execute and deliver a substantially similar executed Collection Account Letter or Lock Box Letter, as the case may be, prior to the establishment by it when established of any additional or alternative Collection Account or Lock Box, as the case may be. The Servicer hereby agrees, and prior the Trustee hereby acknowledges, that the execution and delivery of each Collection Account Letter and each Lock Box Letter transfers all right, title and interest in all monies, securities and instruments in the applicable Collection Account or Lock Box to the Trustee. The Servicer agrees, and is hereby granted the authority, to amend Schedule 3.03(f) hereto to reflect any change thereof made in accordance compliance with Section 3.07(f)this Agreement in the Collection Account Banks or the Persons holding Lock Boxes and to execute such further documents and take such other actions as may be reasonably requested by the Trustee in order to effect such transfer.

Collection Accounts. (a) On behalf of With respect to the TrusteeMortgage Loans, each the Servicer shall establish and maintain, or cause to be established and maintained, maintain one or more separate Eligible Accounts (each such account or accountseach, a "Collection Account"), held in trust ) for the ------------------ benefit of the TrusteeOwner for the purposes set forth herein. On behalf of Collection Accounts shall be denominated "Midland Loan Services, Inc. in Trust for IMPAC Commercial Capital Corporation" or in such other manner as the Trustee, each Owner prescribes. The Servicer shall deposit or cause to be deposited in into the clearing account Collection Accounts within one (which account must be an Eligible Account1) in which it customarily deposits Business Day after receipt all payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior after the date hereof with respect to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; , other than payments and collections with respect to any REO Property (ii) all payments on account of interest (net of which shall be deposited into the Collection Account from amounts withdrawn from the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited REO Account pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased 3.11(a)), Escrow Payments or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need Additional Servicing Compensation. (b) The Servicer shall make withdrawals from the Collection Accounts only as follows (the order set forth below not be constituting an order of priority for such withdrawals): (i) to withdraw any amount deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount Accounts which was not required to be deposited therein; (ii) pursuant to Section 5.01, it may at any time withdraw such amount from its Collection Account, any provision herein to pay to the contrary notwithstanding.Servicer the Servicing Fee, Special Servicing Fee, Workout Fee and Disposition Fee on each Remittance Date; (biii) Funds pursuant to Section 5.02, to pay or reimburse the Servicer for any Servicing Expenses; (iv) to pay to the Servicer from time to time any interest or investment income earned on funds deposited in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in pursuant to Section 3.12. Each Servicer shall give notice 3.04; (v) to remit to the Trustee Owner on each Remittance Date, pursuant to wiring instructions from the Owner, all amounts on deposit in the Collection Accounts (that represent good funds) as of the location close of business on the related Determination Date, net of any withdrawals from the Collection Account maintained by it when established pursuant to this Section; and (vi) to clear and prior to any change thereof in accordance with Section 3.07(f)terminate the Collection Accounts upon the termination of this Agreement.

Collection Accounts. (a) On behalf The Trustee shall, prior to the Closing Date, establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Collection Account” (which may be a subaccount of the TrusteeCustodial Account) and shall consist of two subaccounts, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Interest Collection Account"” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeSecured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all Sale Proceeds (unless simultaneously reinvested in Replacement Loan Obligations in accordance with terms set forth in Section 12.2(a)) and (ii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall, be required to, deposit from time to time such amounts in the Collection Accounts as it deems, in its sole discretion, to be advisable. All amounts deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “Aa3” by Moody’s and a short-term debt rating at least equal to “P-1” by Moody’s. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Loan Obligation or other Assets received by the Trustee shall be immediately credited to the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Replacement Loan Obligations, in accordance with Section 12.2(a)). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Loan Obligation Manager and the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Loan Obligation Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer (or cause the Loan Obligation Manager on behalf of the Issuer) need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Loan Obligations or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such amounts as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments with maturities of less than 30 days and that are sold by the Issuer not later than two Business Days immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the clearing account (which account must applicable Collection Account, any gain realized from such investments shall be an Eligible credited to the applicable Collection Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Replacement Period (and up to 60 days thereafter to the extent necessary to acquire Loan Obligations pursuant to binding commitments entered into during the Replacement Period using Principal Proceeds received during or after the Replacement Period), the Loan Obligation Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Loan Obligations selected by the Loan Obligation Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. Any Principal Xxxxxxxx standing to the credit of the Principal Collection Account may be designated by the Loan Obligation Manager for application to reinvestment in Replacement Loan Obligations (such Principal Proceeds, “Designated Principal Proceeds”) and, if and for so long as such Principal Proceeds are Designated Principal Proceeds, such Principal Proceeds shall remain in the Principal Collection Account (or invested in Eligible Investments) until the earlier of (i) the time the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are no event more than one longer so designated, (ii) the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are to be applied to the purchase of Replacement Loan Obligations in accordance with Section 12.2(a) and (iii) the later of (x) the first Business Day after such Servicer's receipt thereofthe last day of the Replacement Period and (y) if after the last day of the Replacement Period, the last settlement date within 60 days of the last day of the Replacement Period with respect to the last Replacement Loan Obligation that the Issuer has entered into an irrevocable commitment to purchase. Any Principal Proceeds that are not Designated Principal Proceeds as of the Determination Date related to any Payment Date shall be applied pursuant to clauses (4) through (8) of Section 11.1(a)(ii) or pursuant to Section 11.1(a)(iii), as applicable. (e) The Trustee shall transfer to the Payment Account for application pursuant to Section 11.1(a) and shall thereafter deposit in accordance with the calculations and the instructions contained in the related Collection Account, in no event more than two Business Days after Monthly Report prepared by the deposit Trustee on behalf of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent Issuer pursuant to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off DateSection 10.11(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments on account of interest (net of amounts that the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds Issuer is entitled to reinvest in accordance with Section 12.2 and Condemnation Proceeds which the Issuer so elects to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor reinvest in accordance with the express requirements terms of law or this Indenture, except that, to the extent that Principal Proceeds in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any the Principal Collection Account as of such date are in excess of the amounts required to be deposited applied pursuant to Section 3.12 the Priority of Payments up to and including the next Payment Date as shown in connection with any losses realized on Permitted Investments the Monthly Report with respect to funds held such Payment Date, the Issuer may direct the Trustee to retain such excess amounts in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Principal Collection Account and shall, upon collection, belong not to transfer such excess amounts to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Payment Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to and the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)shall do so.

Collection Accounts. (a) On behalf of The Trustee shall, prior to the TrusteeClosing Date, each Servicer establish a segregated trust account which shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a designated as the "Collection Account" (which may be a subaccount of the Custodial Account) and shall consist of two subaccounts, the "Interest Collection Account" and the "Principal Collection Account" (collectively, the "Collection Accounts"), which shall be held in trust in the name of the Trustee for the benefit of the Trustee. On behalf of the TrusteeSecured Parties, each Servicer shall deposit or cause to be deposited in the clearing account (into which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing accountAccounts, as and when received or as otherwise required hereunderapplicable, the following payments and collections received or made by it subsequent Trustee shall from time to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: time deposit (i) all payments on account amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of principalan event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, including Principal Prepaymentspursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), on the Mortgage Loans; (ii) all payments on account of interest Sale Proceeds (net of unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the related Servicing FeeReinvestment Criteria) on each Mortgage Loan; and (iii) all Insurance Interest Proceeds and Condemnation Proceeds all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall, be required to, deposit from time to time such Monies in the extent such Insurance Proceeds Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and Condemnation Proceeds are not to shall be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicerpurposes herein provided. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may remain at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance all times with the provisions set forth in Section 3.12. Each Servicer shall give notice Corporate Trust Office or a financial institution having a long-term debt rating at least equal to the Trustee of the location of the related Collection Account maintained by it when established and prior "A-" or "A2," as applicable, or a short-term debt rating at least equal to any change thereof in accordance with Section 3.07(f)"A-1," "P-1" or "F1," as applicable.

Collection Accounts. (a) On behalf of The Trustee shall, prior to the TrusteeClosing Date, each Servicer establish a segregated trust account which shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "designated as the “Collection Account"” and will consist of two subaccounts, the “Interest Collection Account” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeSecured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(f) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 10.8), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Interests, subject to the Reinvestment Criteria) and (iii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Collateral and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “A+” or “A2,” as applicable, or a short-term debt rating at least equal to “A-1” or “P-1,” as applicable, and a long-term debt rating of at least “A-” by Fitch and a short-term rating of at least “F1” by Fitch. The Collection Accounts may be subaccounts of other accounts hereunder and may consist of one or more subaccounts. The Issuer, or the Collateral Manager on its behalf, may direct that some or all amounts due to the Issuer in respect of any Collateral Interests serviced by the CDO Servicer be transmitted directly to the Trustee for deposit into the Collection Account, in which case, so long as such funds do not constitute Interest Proceeds or Principal Proceeds and the CDO Servicer is entitled to such funds (or a portion thereof) pursuant to the terms of the CDO Servicing Agreement in order to pay its fees and expenses and to reimburse servicing advances, then, upon written request of the CDO Servicer, the Trustee shall withdraw such funds (or the applicable portion thereof) from the Collection Account and remit them to the CDO Servicer. (b) All distributions of principal or interest received in respect of the Collateral, and any Sale Proceeds from the sale or disposition of a Collateral Interest or other Collateral received by the Trustee in Dollars shall immediately be deposited into the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of net proceeds received from the sale or disposition of any Collateral, such net proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Substitute Collateral Interests, subject to the Reinvestment Criteria, or in Eligible Investments). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Collateral subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer or the Collateral Manager, on behalf of the Issuer, shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Collateral which is not Cash, shall so notify the Issuer and the Collateral Manager and the Issuer, or the Collateral Manager on behalf of the Issuer, shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Collateral Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer, or cause the Collateral Manager on behalf of the Issuer, need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Collateral Interests or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer, or the Collateral Manager on behalf of the Issuer, shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer, or the Collateral Manager on behalf of the Issuer, within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer, or the Collateral Manager on behalf of the Issuer, within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer, or the Collateral Manager on behalf of the Issuer, shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such Monies as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing not later than the earlier of (i) 30 days after the date of such investment or (ii) the Business Day immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related applicable Collection Account, any gain realized from such investments shall be credited to the applicable Collection Account, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in no event more than two Business Days after the deposit any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such funds applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Reinvestment Period (and thereafter to the extent necessary to acquire Collateral Interests pursuant to contracts entered into during the clearing account, as and when received or as otherwise required hereunderReinvestment Period), the following payments Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and collections received or made upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Collateral Interests selected by it subsequent the Collateral Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. (e) The Trustee shall transfer to the Cut-off Date (other than Payment Account for application pursuant to Section 11.1(a) and in respect accordance with the calculations and the instructions contained in the Note Valuation Report prepared by the Trustee on behalf of principal or interest on the related Mortgage Loans due on or before the Cut-off DateIssuer pursuant to Section 10.14(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments on account of interest (net of amounts that the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds Issuer is entitled to reinvest in accordance with Section 12.2 and Condemnation Proceeds which the Issuer so elects to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor reinvest in accordance with the express requirements terms of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingIndenture. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf All of the TrusteeGrantor’s Collection Accounts are listed on Exhibit B. So long as no Potential Amortization Event or Amortization Event has occurred and is continuing, each Servicer the Grantor may amend Exhibit B to add or replace a Collection Bank or Collection Account and shall establish upon such addition or replacement provide to the Administrative Agent an amended Exhibit B, which such revised Exhibit B the Administrative Agent shall in its reasonable discretion determine whether or not is satisfactory, provided, however, that (A) such prospective Collection Bank shall be reasonably satisfactory to the Administrative Agent, and maintain, or cause (B) prior to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit time of the Trustee. On behalf opening of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of Grantor and such funds into the clearing account, as prospective Collection Bank shall have executed and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent delivered to the CutAdministrative Agent a Collection Account Agreement. The Grantor shall close any of its Collection Accounts (and establish replacement Collection Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-off Date five (other than 45) days after notice from the Administrative Agent that the operating performance, funds transfer, or availability procedures or performance of the Collection Bank with respect to Collection Accounts or the Administrative Agent’s liability under any Collection Account Agreement with such Collection Account Bank is no longer acceptable in respect the Administrative Agent’s reasonable judgment.” (b) The first sentence of principal or interest Section 7.1(a) of the Security Agreement is hereby amended and restated in its entirety to read as follows: “Except as set forth on Schedule 6.22 of the related Mortgage Loans due Credit Agreement, on or before the Cut-off Closing Date), or payments the Grantor shall (i) execute and deliver to the Administrative Agent Collection Account Agreements for each Collection Account (other than Principal Prepaymentsthe Communication Cables Account) received maintained by it the Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited, which Collection Accounts are identified as such on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principalExhibit B, including Principal Prepayments, on the Mortgage Loans; and (ii) all payments establish Lock-Boxes with the bank(s) set forth on account of interest (net Exhibit B, which Lock-Boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Administrative Agent and shall be accompanied by an acknowledgment by the bank where the Lock-Box is located of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration Lien of the related Mortgaged Property or released Administrative Agent granted hereunder and of irrevocable instructions to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any wire all amounts required collected therein to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall(each, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f“Lock-Box Agreement”).”

Collection Accounts. (a) On behalf of The Trustee shall, prior to the TrusteeClosing Date, each Servicer establish a segregated trust account which shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "designated as the “Collection Account"” and will consist of two subaccounts, the “Interest Collection Account” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeNoteholders and each Hedge Counterparty, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Counterparty Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Obligations, subject to the Replenishment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “BBB+” or “A2,” as applicable, or a short-term debt rating at least equal to “A-1,” “P-1” or “F1,” as applicable. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Collateral Obligation or other Assets received by the Trustee in Dollars shall be immediately deposited into the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Substitute Collateral Obligations, subject to the Replenishment Criteria, or in Eligible Investments). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer or the Collateral Manager, on behalf of the Issuer, shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received by the Trustee into the Collection Accounts during a Due Period, and amounts received by the Trustee in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Collateral Manager and the Issuer, or the Collateral Manager on behalf of the Issuer, shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Collateral Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer, or cause the Collateral Manager on behalf of the Issuer, need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Collateral Obligations or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer, or the Collateral Manager on behalf of the Issuer, shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer, or the Collateral Manager on behalf of the Issuer, within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer, or the Collateral Manager on behalf of the Issuer, within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer, or the Collateral Manager on behalf of the Issuer, shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such Monies as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing not later than the earlier of (i) 30 days after the date of such investment or (ii) the Business Day immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related applicable Collection Account, any gain realized from such investments shall be credited to the applicable Collection Account, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in no event more than two Business Days after the deposit any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such funds applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Replenishment Period (and thereafter to the extent necessary to acquire Collateral Obligations pursuant to contracts entered into during the clearing account, as and when received or as otherwise required hereunderReplenishment Period), the following payments Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and collections received or made upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Collateral Obligations selected by it subsequent the Collateral Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. (e) The Trustee shall transfer to the Cut-off Date (other than Payment Account for application pursuant to Section 11.1(a) and in respect accordance with the calculations and the instructions contained in the Notes Valuation Report prepared by the Trustee on behalf of principal or interest on the related Mortgage Loans due on or before the Cut-off DateIssuer pursuant to Section 10.12(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received by the Trustee after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments on account of interest (net of amounts that the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds Issuer is entitled to reinvest in accordance with Section 12.2 and Condemnation Proceeds which the Issuer so elects to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor reinvest in accordance with the express requirements terms of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingIndenture. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf Assignors shall promptly deposit or have deposited all Operating Income into the Collection Accounts. Assignors shall not commingle the accounts for the collection of the Trustee, each Servicer shall establish and maintain, income or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust other items for the benefit of the Trustee. On behalf any of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date their respective Subsidiaries (other than in respect of principal or interest on the related Mortgage Loans due on or before other Assignors) with the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to accounts for the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net collection of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingOperating Income. (b) Funds No Assignor shall, without the prior written consent of Agent, close, replace or move any of the Collection Accounts, or maintain or have maintained by any other Person for it (including without limitation any Manager) for the collection of Operating Income other than an a Collection Account, which consent shall not be unreasonably withheld. In the event that Agent consents to the opening of a new or replacement Collection Account, the applicable Assignor shall cause the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bank. (c) The Collection Accounts have been established, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) of the UCC) over the Collection Accounts, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the Collection Accounts may be invested in Permitted Investments in accordance with Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the provisions set forth in Section 3.12. Each Servicer shall give notice withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Trustee Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the location Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for Agent. (d) Agent agrees that it shall not exercise its rights hereunder to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance of the related Collection Account maintained by it when established and prior cure of an Event of Default, Agent shall notify Depository that a Sweep Period has ended unless otherwise agreed to any change thereof in accordance with Section 3.07(f)writing.

Collection Accounts. (a) On behalf The Credit Parties will establish or maintain Collection Accounts at the office of the TrusteeAdministrative Agent or, each Servicer shall establish and maintain, or cause solely with respect to be established and maintained, one or more separate Eligible two Collection Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or existence prior to the Cut-off Date but allocable Closing Date, at the office of a Lender, or (with the Administrative Agent’s prior consent) a collection account maintained in the name of a third party escrow agent or collection agent in the context of individual Item of Product receipts pursuant to a Due Period subsequent thereto: arrangements approved by the Administrative Agent. The Credit Parties will deposit and will direct and cause each Licensing Intermediary to direct, by Notice of Assignment (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds or by other substantially similar instructions satisfactory to the extent such Insurance Proceeds and Condemnation Proceeds are not Administrative Agent contained within an Interparty Agreement, Co-Financing Intercreditor Agreement, Co-Financing Venture Interparty Agreement or other applicable agreement), all Persons who become licensees, buyers or account debtors of any Credit Party (whether directly or through a Licensing Intermediary), to be applied to the restoration of the related Mortgaged Property make payments under or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant Corporate Priority Collateral directly to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; Corporate Priority Collection Account (vi) all proceeds of any Mortgage Loan repurchased or purchased such other account in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a5.20)) by such Servicer. The foregoing requirements for Credit Parties will deposit and will direct and cause each Licensing Intermediary to direct, by Notice of Assignment (or by other substantially similar instructions satisfactory to the Administrative Agent contained within an Interparty Agreement, Co-Financing Intercreditor Agreement, Co-Financing Venture Interparty Agreement or other applicable agreement), all Persons who become Distributors, licensees, buyers or account debtors of any Credit Party (whether directly or through a Licensing Intermediary), to make payments under or in connection with any Production Priority Collateral directly to the Production Priority Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality Account (or such other account in accordance with Section 5.21). An operating account of the foregoing, payments in Credit Parties maintained with the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer Administrative Agent may also serve as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its “Collection Account, any provision herein to ” hereunder so long as it satisfies all of the contrary notwithstandingrequirements of this Section 8.3. (b) Funds The Credit Parties will execute such documentation as may be reasonably required by the Administrative Agent in order to effectuate the provisions of this Section 8.3. (c) In the event a Credit Party receives payment from any Person or proceeds under a letter of credit or otherwise, which payment should have been remitted directly to a Collection Account, such Credit Party shall promptly remit such payment or proceeds to the appropriate Collection Account to be applied in accordance with the terms of this Credit Agreement. (d) Each Collection Account shall be under the control (within the meaning of Section 9-104 of the UCC) of the Administrative Agent (and to the extent required by Senior Intercreditor Agreement, the Administrative Agent shall be the “controlling agent” under a deposit account control agreement with respect to such accounts); provided, that unless an Event of Default has occurred and is continuing, the Borrower shall apply the proceeds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice Senior Intercreditor Agreement and, if any proceeds remain and are available to the Trustee of Credit Parties after such application pursuant the location of Senior Intercreditor Agreement, such remaining proceeds may be withdrawn by the related Collection Account maintained by it when established Borrower and prior used for any expenditure not prohibited hereunder, subject only to any change thereof the Administrative Agent’s right to withdraw and use such proceeds to make payments in accordance with Section 3.07(f)any contractual commitments made by the Administrative Agent to third parties (such as guilds, Approved Co-Financiers and Approved Completion Guarantors) pursuant to any interparty or intercreditor agreements with respect to such proceeds.

Collection Accounts. With respect to Collections, the Collection Accounts and the Store Accounts: (ai) On behalf the Seller will cause the Originator and the Collection Agent to instruct in the monthly remittance advices sent to all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments at a store location of the Trustee, Originator; (ii) the Seller will cause the Originator to agree to cause each Servicer shall establish and maintain, or cause of its stores (A) to be established and maintained, deposit all In-Store Collections into a Store Account within one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit Business Day of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basisreceipt thereof, and in no event more than (B) on the same day as such deposit, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or by wire transfer) of all such In-Store Collections and subsequently (within one Business Day after such Servicer's deposit) to the Collection Concentration Account and the Collection Agent, if it receives any of the same, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) above if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof, and shall thereafter deposit thereof into a Store Account so long as all such In-Store Collections are deposited in the related Collection Account, in no event more than a Store Account within two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loanreceipt; (iii) the Seller will cause all Insurance Proceeds Collections in the Lock-Boxes to be deposited, on the same Business Day received, directly into a Lock-Box Account and Condemnation Proceeds subsequently (within one Business Day after such deposit) transferred to the extent such Insurance Proceeds Collection Concentration Account and Condemnation Proceeds are not to be applied the Seller shall thereupon make the same available to the restoration of the related Mortgaged Property or released to the related Mortgagor Collection Agent for application in accordance with Section 1.7 – 1.9 and the express requirements other terms and provisions of law or in accordance with Accepted Servicing Practices and Liquidation Proceedsthis Agreement; (iv) any amounts required the Seller will cause all Lock-Boxes, Lock-Box Accounts, Store Accounts and Concentration Accounts as of the date hereof, together with the account numbers thereof and the names and addresses of all banks maintaining the same, to be deposited pursuant to Section 3.12 in connection with any losses realized listed on Permitted Investments Exhibit III and, with respect to funds held each Collection Account and Store Account established after the date hereof, the Seller will provide notice thereof to the Agent and otherwise complied with all requirements set forth in the related Collection AccountSection 5.2(a) with respect thereto; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(aSeller will (a) enter into a Collection Account Agreement in respect of each Collection Account, in the appropriate form, that is duly executed and delivered by the applicable Collection Bank, the Originator, the Seller and the Agent and such Collection Account Agreement shall be maintained in full force and effect, (b) enter into a control agreement in respect of each Lock-Box (which control agreement may be contained in a Collection Account Agreement), in form and substance acceptable the each Managing Agent, that is duly executed and delivered by the Lock-Box Processor with respect to such Lock-Box, the Originator, the Seller and the Agent and such control agreement shall be maintained in full force and effect, and (c) on or before January 22, 2004, cause the Originator and the applicable bank maintaining each Store Account to enter into a blocked account agreement in respect of each Store Account (other than any blanket policy deductiblesStore Account with a balance that does not at any time exceed $50,000), in a form acceptable to the Agent, with either the Agent or with another secured party that has entered into an intercreditor agreement with the Agent; (vi) all proceeds of the Seller and the Collection Agent will not permit any Mortgage Loan repurchased funds other than Collections to be deposited into a Lockbox Account, the Collection Concentration Account, the Principal Account or purchased in accordance with this Agreementthe Yield Account; and (vii) all Prepayment Charges collected or paid by November 30, 2003, the Seller shall cause (pursuant to Section 3.07(a)a) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusiveACH payments currently deposited into Account #2000006161459 at Wachovia Bank, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required N.A. to be redirected and deposited thereindirectly into Account #2014218771982 at Wachovia Bank, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. N.A and (b) Funds each Lock-Box to be in the Collection Accounts may be invested in Permitted Investments in accordance name (on the records of the U.S. Postal Service) of a party that is acceptable to each Managing Agent and that has entered into a control agreement with respect to such Lock-Box with the provisions set forth Agent that is in Section 3.12. Each Servicer shall give notice form and substance acceptable to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)each Managing Agent.

Collection Accounts. (a) On behalf The Master Servicer shall enforce the obligation of each Servicer to establish and maintain a Collection Account in accordance with the Applicable Servicing Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited within two Business Days (or as of such other time specified in this Agreement) of receipt all collections of principal and interest on any Mortgage Loan and with respect to any REO Property received by a Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and advances made from the Servicer's own funds (less servicing compensation as permitted by this Agreement in the case of the Trustee, each Servicer shall establish Servicer) and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause all other amounts to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as . Wilshire is hereby authorized to make withdrawals from and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent deposits to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to for purposes required or permitted by this Agreement. To the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit extent provided in the related Applicable Servicing Agreement, the Collection Account any amount not required to shall be deposited therein, it may at any time withdraw held in a Designated Depository Institution and segregated on the books of such amount from its Collection Account, any provision herein to institution in the contrary notwithstandingname of the Trustee for the benefit of Certificateholders. (b) Funds To the extent provided in the this Agreement, amounts on deposit in a Collection Accounts Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to name of the Trustee for the benefit of Certificateholders and, except as provided in the location of preceding paragraph, not commingled with any other funds, such Permitted Investments to mature, or to be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Master Servicer Collection Account, and shall be held until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 4.01 or other benefits arising from the related Collection Account maintained shall be paid to Wilshire under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments related to Wilshire's account shall be borne by it when established and be the risk of Wilshire, as set forth in this Agreement. Wilshire (to the extent provided in this Agreement) shall deposit the amount of any such loss in the Collection Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to any change thereof the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders. (c) [Reserved]. (d) Withdrawals by the Master Servicer may be made from the Master Servicer Collection Account only to make remittances as provided in Sections 4.02, 4.03 and 13.05; to reimburse the Master Servicer or a Servicer for Advances which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 3.07(f)10.01. As provided in Sections 4.02(b) and 13.05 certain amounts otherwise due to Wilshire may be retained by Wilshire as set forth in this Agreement and need not be deposited in the Collection Account.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Collection Account"”), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's ’s receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf of the Indenture Trustee, each the Servicer shall establish and maintain, or cause to be established and maintained, maintain one or more separate Eligible Accounts accounts (each such account or accounts, a the "Collection Account"), held in trust for the benefit of the Indenture Trustee, the Noteholders and the Insurer. On behalf of the Indenture Trustee, each the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two one Business Days Day after the deposit of such funds payments into the such clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it on or subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid by the Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation ProceedsSection 10.01); (iv) any amounts required to be deposited pursuant to Section 3.12 3.14 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such the Servicer pursuant to the second paragraph of Section 3.13(a3.16(a) in respect of any blanket policy deductibles;; and (vi) all proceeds any Purchase Price or Substitution Shortfall Amount delivered to the Servicer. For purposes of the immediately preceding sentence, the Cut-off Date with respect to any Qualified Substitute Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant shall be deemed to Section 3.07(a)) by such Servicerbe the date of substitution. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment or late payment charges, NSF fees, reconveyance fees, charges or assumption fees and other similar fees and charges need not be deposited by each the Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activitiesAccount. In the event a the Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its the Collection Account, any provision herein to the contrary notwithstanding. (b) The Indenture Trustee shall establish and maintain the Distribution Account in accordance with the provisions of Section 8.7 of the Indenture. The Servicer shall deliver to the Indenture Trustee in immediately available funds for deposit in the Distribution Account on or before 3:00 p.m. New York time (i) on the Servicer Remittance Date, that portion of the Available Distribution Amount for the related Payment Date then on deposit in the Collection Account, and (ii) on each Business Day as of the commencement of which the balance on deposit in the Collection Account exceeds $75,000 following any withdrawals pursuant to the next succeeding sentence, the amount of such excess, but only if the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of "Eligible Account." If the balance on deposit in the Collection Account exceeds $75,000 as of the commencement of business on any Business Day and the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of "Eligible Account," the Servicer shall, on or before 3:00 p.m. New York time on such Business Day, withdraw from the Collection Account any and all amounts payable or reimbursable to the Depositor, the Servicer, the Indenture Trustee, the Sponsor, the Contributor or any Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons entitled thereto. (c) Funds in the Collection Accounts Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each The Servicer shall give notice to the Indenture Trustee and the Insurer of the location of the related Collection Account maintained by it when established and prior to any change thereof. The Indenture Trustee shall give notice to the Servicer, the Trust, the Depositor and the Insurer of the location of the Distribution Account when established and prior to any change thereof. (d) Funds held in the Collection Account at any time may be delivered by the Servicer to the Indenture Trustee for deposit in the Distribution Account. In the event the Servicer shall deliver to the Indenture Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Indenture Trustee withdraw such amount from the Distribution Account and remit to it any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Indenture Trustee from time to time for deposit the amounts set forth in clauses (i) through (v) below, and the Indenture Trustee shall deposit such amounts in the Distribution Account: (i) any Monthly Advances, as required pursuant to Section 4.03; (ii) any amounts required to be deposited pursuant to Section 3.25(d) or (f) in connection with any REO Property; (iii) any amounts to be paid in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 10.01; (iv) any amounts required to be deposited pursuant to Section 3.26 in connection with any Prepayment Interest Shortfalls; and (v) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters. (e) Promptly upon receipt of any Stayed Funds, whether from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Indenture Trustee shall deposit such funds in the Distribution Account, subject to withdrawal thereof pursuant to Section 7.02(b) or as otherwise permitted hereunder. In addition, the Servicer shall deposit in accordance the Distribution Account any amounts required to be deposited pursuant to Section 3.14 in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account. (f) Notwithstanding any contrary provision of this Agreement (including the provisions of this Section 3.07(f3.10), (i) the Servicer shall be deemed to be in compliance with the provisions of this Section 3.10 if amounts in any clearing account referred to in Section 3.10(a) which the Servicer would otherwise be required by this Section 3.10 to deposit or cause to be deposited into the Collection Account are instead deposited or caused to be deposited into the Distribution Account provided that such deposit into the Distribution Account is made within the time period that such amount would otherwise have been required to be deposited into the Collection Account (i.e., within one Business Day of the Servicer's receipt thereof), (ii) amounts otherwise payable or distributable from the Collection Account may be paid or distributed from the Distribution Account to the extent of any funds deposited into the Distribution Account rather than the Collection Account pursuant to clause (i) (as certified by the Servicer), and (iii) the provisions of this Agreement (including references herein to the Collection Account and the Distribution Account) shall be interpreted and construed to give effect to the foregoing.

Collection Accounts. Borrowers shall ensure that all collections of Receivables (a) On behalf including, without limitation, all scheduled payments, all prepayments, all overdue payments, all insurance proceeds, recoveries and all cash receipts and proceeds in respect of the Trusteeunderlying automobile securing the Receivables), each Servicer all other amounts remitted by any Account Debtor, an insurer, any other Person making a payment on a Receivable or in connection with proceeds of the underlying automobile securing such Receivable, the proceeds of sales of Automobile Inventory and the proceeds of all other Collateral are deposited into a Collection Account within one (1) Business Day of receipt thereof. Borrowers shall establish cause all payments of Receivables and maintain, or cause other proceeds of the sale of Automobile Inventory and other Collateral to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, deposited into a "Collection Account"). Until such time as any Receivables collections or other proceeds of Collateral are deposited by the Borrowers into the applicable Collection Account, such collections and proceeds shall be held in trust for the benefit of Administrative Agent and the Trusteeother Lender Parties. On behalf of The Collection Accounts shall be swept automatically on a weekly basis and the Trusteedepository bank maintaining a Collection Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into such Collection Account (other than $300 or such other nominal amount in each Servicer shall deposit or cause account which the depository bank may require to be held as a compensating balance) to the Payment Account or such other bank account as Administrative Agent or Additional Collateral Agent, as the case may be, may from time to time designate for such purpose. Borrowers hereby confirm and agree that all amounts deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments Collection Accounts and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basisany other funds received and collected by Administrative Agent or Additional Collateral Agent, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Notwithstanding and in no event more than one Business Day after such Servicer's receipt thereofwithout limiting any other provision of this Agreement or any of the other Loan Documents, and Administrative Agent shall thereafter deposit in apply all funds transferred from the related Collection Account, in no event more than two Business Days after the deposit of such funds Accounts into the clearing account, Payment Account or other bank account designated by Administrative Agent or Additional Collateral Agent pursuant to this Section 3.9 as set forth in Section 2.14 hereof and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent subject to the Cut-off Date (other than clearance period set forth in Section 2.8 hereof. If a credit balance exists with respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Collection Accounts as the result of collections of Receivables or proceeds of other Collateral pursuant to a Due Period subsequent thereto: (i) all payments on account the terms and conditions of principalthis Section 3.9, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of such credit balance shall not accrue interest (net in favor of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds Borrowers, but shall, subject to the extent such Insurance Proceeds and Condemnation Proceeds are not terms of Section 2.14 hereof, be available to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor Borrowers in accordance with the express requirements terms of law this Agreement. All funds transferred from the Collection Accounts into the Payment Account or other bank account designated by Administrative Agent or Additional Collateral Agent pursuant to this Section 3.9 shall be applied to reduce the Indebtedness (or be made available to Borrowers in accordance with Accepted Servicing Practices and Liquidation Proceeds; Section 2.14 hereof), but, for purposes of calculating interest hereunder, shall be subject to a four (iv4) any amounts required to be Business Day clearance period. All Items deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusivesubject to final payment. If any such Item is returned uncollected, it being understood and agreed thatthe Borrowers will immediately pay the Administrative Agent, without limiting for the generality account of the foregoingLender Parties, payments in the nature of late payment chargesor, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be for Items deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts Accounts, the bank maintaining such account, the amount of that Item, or such bank at its discretion may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice charge any uncollected Item to the Trustee Borrowers’ commercial account or other account. The Borrowers shall be liable as an endorser on all Items deposited in the Collection Accounts, whether or not in fact endorsed by Borrowers. Upon Administrative Agent’s or Additional Collateral Agent’s request any time following the occurrence of an Event of Default, Borrowers agree to establish and maintain a lockbox with a bank acceptable to Administrative Agent or Additional Collateral Agent and to execute with such bank a lockbox agreement acceptable to Administrative Agent or Additional Collateral Agent, as applicable, in its sole discretion. Thereafter, Borrowers shall ensure that all collections of Receivables and the location proceeds of other Collateral are paid directly by the related Collection Account maintained Debtors to the lockbox and to the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the lockbox but are received by it when established a Borrower, such collections and prior proceeds shall be held in trust for the benefit of Administrative Agent and Additional Collateral Agent and within one (1) Business Day of receipt thereof shall be remitted via overnight mail to any change thereof the Administrative Agent for deposit, in accordance with Section 3.07(f).the form received, to the lockbox

Collection Accounts. (a) On behalf The Trustee shall, prior to the Closing Date, establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Collection Account” (which may be a subaccount of the TrusteeCustodial Account) and shall consist of two subaccounts, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Interest Collection Account"” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeSecured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all Sale Proceeds (unless simultaneously reinvested in Replacement Loan Obligations in accordance with terms set forth in Section 12.2(a)) and (ii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall, be required to, deposit from time to time such amounts in the Collection Accounts as it deems, in its sole discretion, to be advisable. All amounts deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “Aa3” by Xxxxx’x and a short-term debt rating at least equal to “P-1” by Xxxxx’x. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Loan Obligation or other Assets received by the Trustee shall be immediately credited to the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Replacement Loan Obligations, in accordance with Section 12.2(a)). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Loan Obligation Manager and the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Loan Obligation Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer (or cause the Loan Obligation Manager on behalf of the Issuer) need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Loan Obligations or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer (or the Loan Obligation Manager on behalf of the Issuer) within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such amounts as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments with maturities of less than 30 days and that are sold by the Issuer not later than two Business Days immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related applicable Collection Account, any gain realized from such investments shall be credited to the applicable Collection Account, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in no event more than two Business Days any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Replacement Period (and up to 60 days thereafter to the extent necessary to acquire Loan Obligations pursuant to binding commitments entered into during the Replacement Period using Principal Proceeds received during or after the deposit Replacement Period), the Loan Obligation Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such funds into Issuer Order the clearing accountTrustee shall, reinvest Principal Proceeds in Loan Obligations selected by the Loan Obligation Manager as permitted under and when received or as otherwise required hereunder, in accordance with the following payments requirements of Article 12 and collections received or made by it subsequent such Issuer Order. Any Principal Prxxxxxx xtanding to the Cut-off Date credit of the Principal Collection Account may be designated by the Loan Obligation Manager for application to reinvestment in Replacement Loan Obligations (other than such Principal Proceeds, “Designated Principal Proceeds”) and, if and for so long as such Principal Proceeds are Designated Principal Proceeds, such Principal Proceeds shall remain in respect the Principal Collection Account (or invested in Eligible Investments) until the earlier of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principalthe time the Loan Obligation Manager notifies the Trustee in writing that such Principal Proceeds are no longer so designated, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to Loan Obligation Manager notifies the extent Trustee in writing that such Insurance Proceeds and Condemnation Principal Proceeds are not to be applied to the restoration purchase of the related Mortgaged Property or released to the related Mortgagor Replacement Loan Obligations in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).Section

Collection Accounts. (a) On behalf The Trustee has established at the Custodian two segregated non-interest bearing trust accounts, each held in the name of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust Trustee for the benefit of the TrusteeSecured Parties, one of which shall be designated the “Interest Collection Account” and the other of which shall be designated the “Principal Collection Account,” each of which shall be maintained by the Issuer with the Custodian in accordance with the Securities Account Control Agreement. On behalf of The Trustee shall from time to time deposit into the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Interest Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent addition to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Datedeposits required pursuant to Section 10.6(a), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: immediately upon receipt thereof (i) all payments on account of principal, including Principal Prepayments, on any funds in the Mortgage Loans; Reserve Account deemed by the Portfolio Manager in its sole discretion to be Interest Proceeds pursuant to Section 10.3(e) and (ii) all payments on account of interest Interest Proceeds (net of unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII) received by the related Servicing FeeTrustee. The Trustee shall deposit immediately upon receipt thereof all other amounts remitted to the Collection Account into the Principal Collection Account, including in addition to the deposits required pursuant to Section 10.6(a), (i) on each Mortgage Loan; any funds in the Reserve Account deemed by the Portfolio Manager in its sole discretion to be Principal Proceeds pursuant to Section 10.3(e), (ii) all Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments) received by the Trustee, and (iii) all Insurance other funds received by the Trustee. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies (including any Monies received by way of capital contribution from its member(s)) in the Collection Account as it deems, in its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to shall be applied to the restoration of purposes herein provided. Subject to Section 10.2(c), amounts in the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to Collection Account shall be deposited reinvested pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a10.6(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds The Trustee, within one Business Day after receipt of any distribution or other proceeds in respect of the Assets which are not Cash, shall so notify or cause the Issuer to be notified and the Issuer shall use its commercially reasonable efforts to, within five (5) Business Days of receipt of such notice from the Trustee (or as soon as practicable thereafter), sell such distribution or other proceeds for Cash in an arm’s length transaction to a Person which is not the Portfolio Manager or an Affiliate of the Issuer or the Portfolio Manager and deposit the proceeds thereof in the Collection Accounts Account; provided, however, that the Issuer (i) need not sell such distributions or other proceeds if it delivers an Officer’s certificate to the Trustee certifying that such distributions or other proceeds constitute Collateral Obligations or Eligible Investments or (ii) may be invested otherwise retain such distribution or other proceeds for up to two years from the date of receipt thereof if it delivers an Officer’s certificate to the Trustee certifying that (x) it shall sell such distribution within such two (2)-year period and (y) retaining such distribution is not otherwise prohibited by this Indenture. (c) At any time when reinvestment is permitted pursuant to Article XII, the Portfolio Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, withdraw Principal Proceeds on deposit in Permitted Investments the subaccount of the Principal Collection Account designated in such Issuer Order (including Principal Financed Accrued Interest used to pay for accrued interest on an additional Collateral Obligation) and reinvest such funds in additional Collateral Obligations, in each case in accordance with the provisions set forth in Section 3.12requirements of Article XII and such Issuer Order. Each Servicer shall give notice to At any time, the Portfolio Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, withdraw Principal Proceeds on deposit in the subaccount of the location Principal Collection Account designated in such Issuer Order and use such funds to meet funding requirements on Delayed Drawdown Collateral Obligations or Revolving Collateral Obligations. (d) The Portfolio Manager on behalf of the related Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, pay from amounts on deposit in the Collection Account maintained by it when established on any Business Day during any Interest Accrual Period (i) any amount required to exercise a warrant held in the Assets or right to acquire securities in accordance with the requirements of Article XII and prior such Issuer Order, (ii) any amount required to any change acquire loan assets or debt securities in connection with the insolvency, bankruptcy, reorganization, default, restructuring or workout or similar event of or with respect to a Collateral Obligation or the Obligor thereof in accordance with such Issuer Order; provided that, so long as any Notes are Outstanding and rated by Fitch, (A) if such payment is made from Interest Proceeds, in the determination of the Portfolio Manager (not to be called into question as a result of subsequent events), the remaining Interest Proceeds available after giving effect to such payment (and the acquisition or disposition of any other Assets previously or simultaneously committed to which are pending settlement) will not be insufficient to pay accrued and unpaid interest on each Class of Notes on the following Distribution Date, (B) if Principal Proceeds (for the avoidance of doubt, other than amounts received from Contributions that were designated as Principal Proceeds) are used to acquire securities, (x) after giving effect to such payment, the aggregate principal balance of the Collateral Obligations and amounts on deposit in the Principal Collection Account will be equal to or greater than the Reinvestment Target Par Balance, (y) the Overcollateralization Ratio Test is satisfied both prior to and after giving effect to such payment and (z) the aggregate amount of all such payments pursuant to this clause (ii) does not exceed 10.0% of the Refinancing Date Par Amount and (C) notice thereof is provided to the Rating Agency, (iii) any amount required to make customary protective advances or provide customary indemnities to the agent of a Collateral Obligation (for which the Issuer may receive a participation interest or other right of repayment) as may be required by the Issuer as a lender under the Underlying Instruments and (iv) from Interest Proceeds only, any Administrative Expenses (paid in the order of priority set forth in the definition thereof); provided that the aggregate Administrative Expenses paid pursuant to this Section 3.07(f)10.2(d)(iv) during any Collection Period shall not exceed the Administrative Expense Cap for the related Distribution Date. (e) The Trustee shall transfer to the Payment Account as applicable, from the Collection Account, for application pursuant to Section 11.1(a) of this Indenture, on or not later than the Business Day preceding each Distribution Date, the amount set forth to be so transferred in the Distribution Report for such Distribution Date. (f) The Issuer hereby directs the Trustee to deposit the amount specified in the Refinancing Date Certificate pursuant to Section 3.1(a)(xii) to the Collection Account on the Refinancing Date.

Collection Accounts. (a) On behalf of With respect to the TrusteeCollateral Obligations, each the Servicer shall establish and maintain, or cause to be established and maintained, maintain one or more separate Eligible Accounts (each such account or accountseach, a "“Collection Account"), held in trust ”) for the benefit of the TrusteeIssuer for the purposes set forth herein. On behalf Collection Accounts shall be denominated in the name of the Trustee, each Issuer or in such other manner as the Issuer prescribes. The Servicer shall deposit or cause to be deposited in into the clearing account Collection Accounts within two (which account must be an Eligible Account2) in which it customarily deposits Business Days after receipt all payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to after the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments date hereof with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased Collateral Obligations, other than Escrow Payments or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need Additional Servicing Compensation. (b) The Servicer shall make withdrawals from the Collection Accounts only as follows (the order set forth below not be constituting an order of priority for such withdrawals): (i) to withdraw any amount deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount Accounts which was not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein ; (ii) to remit to the contrary notwithstanding.Seller any amounts representing the Retained Interest not waived by the Special Servicer pursuant to Section 3.15(a)(i); (biii) Funds pursuant to Section 5.01, to pay to itself the Servicing Fee (if applicable) and any unpaid Additional Servicing Compensation on each Remittance Date; (iv) pursuant to Section 5.03, to pay to the Special Servicer the Special Servicing Fee (if applicable), the Liquidation Fee, Workout Fee and any unpaid Additional Servicing Compensation on each Remittance Date; (v) (A) to reimburse the Trustee, the Backup Servicer, itself, the Special Servicer and the Collateral Manager, as applicable (in that order), for unreimbursed Servicing Advances, the respective rights of each such person to receive payment pursuant to this clause (v) with respect to any Collateral Obligation, Underlying Mortgage Property, REO Property or REO Other Collateral being limited to, as applicable, related payments, including Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Proceeds, and (B) to pay or reimburse the Trustee, the Backup Servicer, itself, the Special Servicer and the Collateral Manager, as applicable (in that order) for any unreimbursed Servicing Expenses related to Collateral Obligations which are not Whole Loans within five days of incurring same; (vi) to reimburse the Trustee, itself, the Special Servicer and the Collateral Manager as applicable (in that order), for Nonrecoverable Servicing Advances first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds; (vii) to pay to itself and the Special Servicer, as the case may be, from time to time any interest or investment income earned on funds deposited in the Accounts pursuant to Section 3.04; (viii) to remit to the Issuer or its nominee on each Remittance Date, pursuant to wiring instructions from the Issuer, all amounts on deposit in the Collection Accounts may be invested in Permitted Investments in accordance with (that represent good funds) as of the provisions set forth in close of business on the Determination Date, net of any withdrawals from the Collection Account pursuant to this Section 3.12. Each Servicer shall give notice 3.03; (ix) upon the direction of the Collateral Manager, to remit to the Trustee Issuer or its nominee promptly after receipt, pursuant to wiring instructions from the Issuer, amounts on deposit in the Collection Accounts (that represent good funds) which constitute Principal Proceeds as determined by the Collateral Manager, it being understood that absent such direction, such amounts will be remitted pursuant to clause (viii) above on the next Remittance Date; and (x) to clear and terminate the Collection Accounts upon the termination of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)this Agreement.

Collection Accounts. (a) On behalf Each Borrower will establish and maintain the Collection Account, (b) Each Borrower will (and will cause the applicable Receivables Sub to), subject to clause (g) below and in accordance with the applicable Direction to Pay, direct the applicable Master Distributor to remit the payment of all Net Collections under or in connection with the applicable Master Distribution Agreement directly to the applicable Collection Account within 45 days after the end of each fiscal quarter, or after an Event of Default set forth in Section 7(o) has occurred, 45 days after the end of each fiscal month. (c) To the extent any Authorized Officer of the TrusteeMaster Servicer becomes aware of any Receivables Sub or Master Distributor entering into any transaction that the Master Servicer determines in good faith is not in the ordinary course of such Receivables Sub’s business and which transaction involves such Receivables Sub transferring a material portion of its rights in the Library Titles, each Servicer the applicable Borrower shall establish and maintainpromptly notify the Administrative Agent. (d) The Borrowers will execute such documentation as may be required by the Administrative Agent in order to effectuate the provisions of this Section 8.3. (e) In the event any Borrower or Receivables Sub receives payment of any Net Collections, or any other proceeds of the Collateral from any Person or proceeds under a letter of credit or otherwise, such Borrower shall promptly (but in any event, no later than five (5) Business Days) remit (or cause to be established and maintained, one remitted) such payment or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent proceeds to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not applicable Collection Account to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements terms of law this Credit Agreement. (f) The Collection Account shall be under the sole dominion (within the meaning of Section 9-104 of the UCC) of the Administrative Agent. (g) Upon the receipt of any Net Collections as described in clause (b) above (and subject to the immediately succeeding sentence), the Reserve Deposit Agent shall on a quarterly basis when received apply such Net Collections up to the amount of Quarterly Net Collections (so long as no Event of Default has occurred and is continuing) to the payment of the Loans in the manner set forth in Section 2.4(e), and during the occurrence and continuance of an Event of Default, all Net Collections received in the applicable Collection Accounts shall be applied as set forth in Section 8.7. So long as (i) no Event of Default has occurred and is continuing and (ii) no Cash Reserve Threshold Event has occurred and is continuing, (x) the Reserve Deposit Agent shall on a quarterly basis, remit to the applicable Borrower the amount of any Excess Net Collections deposited into a applicable Collection Account for such fiscal quarter and not apply such amounts to the Obligations and (y) each Borrower shall be permitted to instruct the applicable Master Distributor to remit all or any portion of the Excess Net Collections for such fiscal quarter to an account other than a Collection Account (other than any amounts needed to increase the Cash Reserve Amount) and (z) any such amounts under clause (y) shall be deemed to have been deposited into the Collection Account and then remitted by the Reserve Deposit Agent in accordance with Accepted Servicing Practices and Liquidation Proceeds; clause (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(ax)) by such Servicer. The foregoing requirements for deposit Any remaining Net Collections in the Collection Accounts shall be exclusive, it being understood applied to any Obligations then due and agreed that, without limiting the generality of the foregoing, payments payable in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees manner and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong pursuant to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions priority set forth in Section 3.129.2. Each Servicer shall give notice By way of clarification, during each fiscal quarter unless an Event of Default or Cash Reserve Threshold Event has occurred and is continuing, so long as the total amount of Net Collections for such fiscal quarter that are required to be paid into the Collection Account pursuant to the Trustee terms of Section 8.3(b), and any amount that remains available in the location of the related Collection Account maintained by it when established for application pursuant to the terms of this Section 8.3(g) equals or exceeds the sum of (i) an amount equal to the Quarterly Net Collections for such fiscal quarter plus (ii) an amount needed to increase the Cash Reserve Amount to meet the Cash Reserve Required Amount, each Borrower shall be deemed to be in compliance with its obligations under Section 8.3(b) and prior to any change thereof in accordance with this Section 3.07(f8.3(g).

Collection Accounts. (a) On behalf of the Indenture Trustee, each the Servicer shall establish and maintain, or cause to be established and maintained, maintain one or more separate Eligible Accounts accounts (each such account or accounts, a the "Collection Account"), held in trust for the benefit of the Indenture Trustee, the Noteholders and the Insurer. On behalf of the Indenture Trustee, each the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such the Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two one Business Days Day after the deposit of such funds payments into the such clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it on or subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage LoansLoans in each Group; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage LoanLoan in each Group; (iii) all Insurance Proceeds and Condemnation Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid by the Servicer in connection with a purchase of Mortgage Loans and REO Properties in each Group pursuant to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation ProceedsSection 10.01); (iv) any amounts required to be deposited pursuant to Section 3.12 3.14 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection AccountAccount with respect to the Mortgage Loans in each Group; (v) any amounts required to be deposited by such the Servicer pursuant to the second paragraph of Section 3.13(a3.16(a) in respect of any blanket policy deductibles;deductibles with respect to the Mortgage Loans in each Group; and (vi) all proceeds any Purchase Price or Substitution Shortfall Amount delivered to the Servicer. For purposes of the immediately preceding sentence, the Cut-off Date with respect to any Qualified Substitute Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant shall be deemed to Section 3.07(a)) by such Servicerbe the date of substitution. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment or late payment charges, NSF fees, reconveyance fees, charges or assumption fees and other similar fees and charges need not be deposited by each the Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activitiesAccount. In the event a the Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its the Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in The Indenture Trustee shall establish and maintain the Collection Accounts may be invested in Permitted Investments Distribution Account in accordance with the provisions set forth in of Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).8.7

Collection Accounts. (a) On behalf To the extent not entered into on or prior to the Restatement Date, as promptly as practicable and in any event within 90 days after the Restatement Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Loan Parties shall cause each depositary bank where a Collection Account is maintained to enter into a Control Agreement with respect to each such Collection Account, and at all times thereafter the Loan Parties shall cause each depositary bank where a Collection Account is maintained to enter into a Control Agreement with respect to each such Collection Account. Each such Control Agreement shall provide, among other things, that such depositary bank agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice may be given by the Administrative Agent at any time that the Administrative Agent determines that a Cash Dominion Period has commenced and is continuing, and shall be given by the Administrative Agent at the written direction of the TrusteeRequired Lenders during any Cash Dominion Period), to forward immediately all amounts in each Servicer Collection Account (net of any customary minimum balance as may be required to be maintained in such Collection Account by such depositary bank) to, in the case of any Collection Account of any Loan Party, an Administrative Agent Account, and to commence the process of daily sweeps from such Collection Account into the Administrative Agent Account. If any depositary bank shall establish not have entered into (in the case of any Collection Account in existence on the Restatement Date, on or prior to the date that is 90 days after the Restatement Date (or such longer period as the Administrative Agent may agree in its sole discretion)) a Control Agreement with respect to any Collection Account, such Collection Account shall be closed and maintain, all funds therein transferred to a deposit account with a depositary bank that has entered into a Control Agreement for such deposit account. (b) The Loan Parties (i) shall (A) cause all the Account Debtors which are not Governmental Authorities on any and all Accounts of the Loan Parties from time to time included in the Borrowing Base (or any component thereof) to make all payments and remittances with respect to such Accounts into one or more Collection Accounts and (B) deposit or cause to be established deposited promptly, and maintainedin any event no later than the first Business Day after its receipt thereof, all proceeds of Accounts from Governmental Entities to be swept to a concentration account which is subject to a Control Agreement, (ii) shall cause each Collection Account at all times to be solely a collection account and shall not make any disbursements or other direct payments therefrom (it being understood that, unless (y) a Cash Dominion Period has commenced and is continuing, or (z) a Cash Dominion Period would result therefrom, the Borrower shall not be prohibited from withdrawing funds from a Collection Account) and (iii) shall deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of its receipt thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any of its Accounts from time to time included in the Borrowing Base (or any component thereof) into one or more separate Eligible Collection Accounts in precisely the form in which they are received (each but with any endorsements of such account Loan Party necessary for deposit or accounts, a "Collection Account"collection), held and until they are so deposited, shall hold such payments in trust for the benefit of the Trustee. On behalf Administrative Agent. (c) Any Loan Party may replace any Collection Account or establish any new Collection Account; provided, in each case, that as promptly as practicable and in any event within 30 days after establishing any such Collection Account (or such longer period as the Administrative Agent may agree in its sole discretion), each such replacement or new Collection Account shall be subject to a Control Agreement in favor of the TrusteeAdministrative Agent and shall otherwise satisfy the requirements of this Section 5.16. (d) The Administrative Agent shall promptly (but in any event within one Business Day) furnish written notice to each depositary bank that shall have received an Activation Notice of any termination of a Cash Dominion Period. Any amount received in an Administrative Agent Account at any time when no Cash Dominion Period is continuing or all the Obligations have been paid in full shall be remitted to an account of the applicable Loan Party designated by the Borrower. (e) Without the prior written consent of the Administrative Agent, no Loan Party shall modify or amend the instructions pursuant to any of the Control Agreements. So long as no Cash Dominion Period or Event of Default has occurred or is continuing, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basisLoan Party shall, and in no event more than one Business Day after such Servicer's receipt thereofthe Administrative Agent hereby authorizes each Loan Party to, enforce and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest collect all amounts owing on the related Mortgage Loans due on or before Accounts and each Loan Party shall have sole control over the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account manner of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account disposition of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusiveAccounts; provided that such authorization may, it being understood and agreed that, without limiting at the generality direction of the foregoingAdministrative Agent, payments in be terminated upon the nature occurrence and during the continuance of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingCash Dominion Period or Event of Default. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

Collection Accounts. (a) On behalf The Trustee shall, prior to the Closing Date, establish a segregated trust account which shall be designated as the “Collection Account” (which may be a subaccount of the TrusteeCustodial Account) and will consist of two subaccounts, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "the “Interest Collection Account"” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeNoteholders and each Hedge Counterparty and if applicable, for the reimbursement of the Advancing Agent or the trustee, in its capacity as Backup Advancing Agent, for Nonrecoverable Interest Advances as described under Section 10.7 into the Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria or Ramp-Up Criteria, as applicable), and (iii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “BBB+” or “A2,” as applicable, or a short-term debt rating at least equal to “A-1,” “P-1” or “F1,” as applicable. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Collateral Debt Security or other Assets received by the Trustee in Dollars shall be immediately deposited into the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria or Ramp-Up Criteria, as applicable, or in Eligible Investments). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer or the Collateral Manager, on behalf of the Issuer, shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Collateral Manager and the Issuer, or the Collateral Manager on behalf of the Issuer, shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Collateral Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer, or cause the Collateral Manager on behalf of the Issuer, need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Collateral Debt Securities or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer, or the Collateral Manager on behalf of the Issuer, shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer, or the Collateral Manager on behalf of the Issuer, within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer, or the Collateral Manager on behalf of the Issuer, within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer, or the Collateral Manager on behalf of the Issuer, shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such Monies as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing not later than the earlier of (i) 30 days after the date of such investment or (ii) the Business Day immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related applicable Collection Account, any gain realized from such investments shall be credited to the applicable Collection Account, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in no event more than two Business Days after the deposit any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such funds applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Reinvestment Period (and thereafter to the extent necessary to acquire Collateral Debt Securities pursuant to contracts entered into during the clearing account, as and when received or as otherwise required hereunderReinvestment Period), the following payments Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and collections received or made upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Collateral Debt Securities selected by it subsequent the Collateral Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. (e) Subject to Section 10.2(f), the Trustee shall transfer to the Cut-off Date (other than Payment Account for application pursuant to Section 11.1(a) and in respect accordance with the calculations and the instructions contained in the Notes Valuation Report prepared by the Trustee on behalf of principal or interest on the related Mortgage Loans due on or before the Cut-off DateIssuer pursuant to Section 10.9(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments on account of interest (net of amounts that the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds Issuer is entitled to reinvest in accordance with Section 12.2 and Condemnation Proceeds which the Issuer so elects to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor reinvest in accordance with the express requirements terms of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds;this Indenture. (ivf) Notwithstanding the foregoing, the Trustee shall transfer to the Payment Account from amounts on deposit in the Interest Collection Account or the Principal Collection Account, such amounts, if any, that are due and payable to any amounts required to be deposited pursuant to Section 3.12 Hedge Counterparty, in connection with satisfaction of any losses realized on Permitted Investments Hedge Payment Amount (other than any amount due and payable by the Issuer under the related Hedge Agreement following an Event of Default or Termination Event (other than Illegality or Tax Event) (each as defined in the related Hedge Agreement) with respect to funds held which such Hedge Counterpart is the Defaulting Party or the sole Affected Party (as defined in the related Collection Account; (v) any amounts required Hedge Agreement)), if any, then due and payable to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments Hedge Counterparty in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location terms of the related Hedge Agreement. Any required payments to Hedge Counterparties pursuant to the preceding sentence shall be made, first, from amounts on deposit in the Interest Collection Account maintained by it when established and and, second, to the extent amounts on deposit in the Interest Collection Account are insufficient, from amounts on deposit in the Principal Collection Account. The Trustee shall make each such transfer on or prior to any change thereof in accordance with Section 3.07(f)the Business Day prior to the related payment date.

Collection Accounts. (a) On behalf The Trustee shall, on or prior to the Closing Date, establish at the Custodian two segregated non-interest bearing trust accounts, each held in the name of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held Trustee as Entitlement Holder in trust for the benefit of the Secured Parties, one of which shall be designated the "Interest Collection Subaccount" and the other of which shall be designated the "Principal Collection Subaccount," each of which shall be maintained by the Issuer with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.5(a), immediately upon receipt thereof (i) any funds in the Interest Reserve Account deemed by the Collateral Manager in its sole discretion (with notice to the Trustee and the Collateral Administrator) to be Interest Proceeds pursuant to Section 10.3(e) and (ii) all Interest Proceeds (unless designated as Principal Proceeds in accordance with the definition of "Interest Proceeds") received by the Trustee. On behalf of The Trustee shall deposit immediately upon receipt thereof all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to the deposits required pursuant to Section 10.5(a), (i) any funds in the Interest Reserve Account deemed by the Collateral Manager in its sole discretion (with notice to the Trustee and the Collateral Administrator) to be Principal Proceeds pursuant to Section 10.3(e), (ii) all Principal Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments) received by the Trustee, each Servicer and (iii) all other funds received by the Trustee. In addition to the items described above, the Issuer (or the Collateral Manager on its behalf) may, but under no circumstances shall be required to, deposit from time to time additional Monies into the Collection Account that it receives from external sources for the benefit of the Secured Parties (other than payments on or cause in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as it deems, in its sole discretion, to be advisable (and may designate any amounts credited pursuant to this sentence as Principal Proceeds or Interest Proceeds in its discretion); provided that the contributor of each any additional Monies will not receive any securities, additional security interest or any other consideration from the Issuer in return for such contribution. All Monies deposited from time to time in the clearing account Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.5(a). (which account must be an Eligible Accounta) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basisThe Trustee, and in no event more than within one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received any distribution or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than proceeds in respect of principal the Assets which are not Cash or interest Equity Securities, shall so notify or cause the Issuer and the Collateral Manager to be notified and the Collateral Manager on behalf of the related Mortgage Loans due on Issuer shall use its commercially reasonable efforts to, within five (5) Business Days of receipt of such notice from the Trustee (or before the Cut-off Dateas soon as practicable thereafter), sell such distribution or payments other proceeds for Cash in an arm's length transaction and deposit the proceeds thereof in the Collection Account; provided that the Collateral Manager (other than Principal Prepaymentson behalf of the Issuer) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on need not sell such distributions or other proceeds if it delivers an Officer's certificate to the Mortgage Loans; Trustee certifying that such distributions or other proceeds constitute Collateral Obligations or Eligible Investments or (ii) all payments on account may otherwise retain such distribution or other proceeds for up to two years from the date of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds receipt thereof if it delivers an Officer's certificate to the extent Trustee certifying that (x) it shall sell such Insurance Proceeds distribution within such two-year period and Condemnation Proceeds are (y) retaining such distribution is not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited otherwise prohibited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingIndenture. (b) Funds At any time when reinvestment is permitted pursuant to Article XII, the Collateral Manager on behalf of the Issuer may direct the Trustee to, and upon receipt of such direction the Trustee shall, withdraw funds (i) on deposit in the Principal Collection Accounts may be invested Subaccount representing Principal Proceeds (including Principal Financed Accrued Interest used to pay for accrued interest on an additional Collateral Obligation) and reinvest (or invest, in Permitted Investments the case of funds referred to in Section 7.17) such funds in additional Collateral Obligations in accordance with the provisions requirements of Article XII and such direction and (ii) on deposit in the Interest Collection Subaccount representing Interest Proceeds and use such funds to exercise a warrant held in the Assets in accordance with the requirements of Article XII and such direction so long as the Collateral Manager reasonably believes that such withdrawal of Interest Proceeds will not result in the failure to make any payment of interest due on the Class A Notes or Class B Notes on the next succeeding Payment Date. At any time, the Collateral Manager on behalf of the Issuer may direct the Trustee to, and upon receipt of such direction the Trustee shall, withdraw funds on deposit in the Principal Collection Subaccount representing Principal Proceeds and deposit such funds in the Unfunded Exposure Account to meet funding requirements on Delayed Drawdown Collateral Obligations or Revolving Collateral Obligations. (c) The Collateral Manager on behalf of the Issuer may by direct the Trustee to, and upon receipt of such direction the Trustee shall, pay from amounts on deposit in the Interest Collection Subaccount representing Interest Proceeds on any Business Day during any Interest Accrual Period (i) any amount required to exercise a warrant held in the Assets or right to acquire securities in accordance with the requirements of Article XII and such direction and (ii) any Administrative Expenses (paid in the order of priority set forth in Section 3.12. Each Servicer shall give notice the definition thereof); provided that the payment of Administrative Expenses payable to the Trustee, to the Bank in any capacity or to the Collateral Administrator shall not require such direction; provided, further, that the aggregate Administrative Expenses paid pursuant to this Section 10.2(d) during any Collection Period shall not exceed the Administrative Expense Cap for the related Payment Date. The Trustee shall not be obligated to make such payment if, in the reasonable determination of the location Trustee, such payment would leave insufficient funds, taking into account the Administrative Expense Cap, for payments anticipated to be or become due or payable on the next Payment Date that are given a higher priority in the definition of Administrative Expenses. (d) The Trustee shall transfer to the Payment Account as applicable, from the Collection Account, for application pursuant to Section 11.1(a) of this Indenture, on or not later than the Business Day preceding each Payment Date, the amount set forth to be so transferred in the Distribution Report for such Payment Date. (e) The Collateral Manager on behalf of the related Issuer may direct the Trustee to, and upon receipt of such direction the Trustee shall, transfer from amounts on deposit in the Interest Collection Account maintained by it when established and prior Subaccount on any Business Day during any Interest Accrual Period to any change thereof in accordance with the Principal Collection Subaccount, amounts necessary for application pursuant to Section 3.07(f7.17(c).

Collection Accounts. (a) On behalf The Master Servicer shall enforce the obligation of the Trustee, each Servicer shall to establish and maintainmaintain a Collection Account in accordance with the Servicing Agreement, or cause with records to be established kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which account shall be deposited within two (2) Business Days (or as of such other time specified in the Servicing Agreement) of receipt, all collections of principal and maintainedinterest on any Mortgage Loan and any REO Property received by the Servicer, one or more separate Eligible Accounts including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances made from the Servicer's own funds (each such account or accounts, a "less servicing compensation as permitted by the Servicing Agreement) and all other amounts to be deposited in the related Collection Account"). Each Collection Account shall be an Eligible Account. The Servicer is hereby authorized to make withdrawals from and deposits to the related Collection Account for purposes required or permitted by this Agreement. To the extent provided in the Servicing Agreement, the Collection Account shall be held by a Designated Depository Institution and segregated on the books of such institution in trust the name of the Indenture Trustee for the benefit of the Trustee. On behalf Noteholders. (b) To the extent provided in the Servicing Agreement, amounts on deposit in the Collection Account may be invested in Permitted Investments in the name of the TrusteeIndenture Trustee for the benefit of Noteholders and, except as provided in the preceding paragraph, not commingled with any other funds. Such Permitted Investments shall mature, or shall be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Master Servicer Collection Account, and shall be held until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 4.01 shall be paid to the Servicer under the Servicing Agreement, and the risk of loss of moneys required to be distributed to the Noteholders resulting from such investments shall be borne by and be the risk of the Servicer. The Servicer (to the extent required by the Servicing Agreement) shall deposit the amount of any such loss in the Collection Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Payment Date on which the moneys so invested are required to be distributed to the Noteholders. (c) To the extent required by the Servicing Agreement and subject to this Article IV, on or before each Servicer Remittance Date, the Servicer shall withdraw or shall cause to be withdrawn from its Collection Account and shall immediately deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Master Servicer Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, Account amounts representing the following collections and payments and collections received or made by it subsequent to the Cut-off Date (other than in with respect to principal of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:): (i) all payments on account of principal, including Principal Prepayments, Scheduled Payments on the Mortgage LoansLoans received or any related portion thereof advanced by the Servicer pursuant to the Servicing Agreement which were due on or before the related Due Date, net of the amount thereof comprising the Servicing Fee or any fees with respect to any lender-paid primary mortgage insurance policy; (ii) all payments on account Principal Prepayments in full and any Liquidation Proceeds received by the Servicer with respect to the Mortgage Loans in the related Prepayment Period, with interest to the date of interest (prepayment or liquidation, net of the related amount thereof comprising the Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to Principal Prepayments in part received by the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to Servicer for the restoration of Mortgage Loans in the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds;Prepayment Period; and (iv) any amounts required Any amount to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer used as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstandingMonthly Advance. (bd) Funds in Withdrawals may be made from the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth Account only to make remittances as provided in Section 3.12. Each 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer shall give notice to or the Trustee of the location of Servicer for Monthly Advances which have been recovered by subsequent collections from the related Collection Account maintained by it when established Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and prior to any change thereof terminate the account at the termination of this Agreement in accordance with Section 3.07(f).7.10. As provided in Sections 4.01 (a) and 4.02

Collection Accounts. (a) On behalf of the TrusteeThe Borrower will establish or maintain (or, each Servicer shall subject to Section 10.3(d), will cause a Third Party Collection Agent to establish and maintain, or cause to be established and maintained, ) one or more separate Eligible Accounts collection bank accounts (each such account or accountseach, a "“Collection Account"”) at the office of the Administrative Agent, and the Credit Parties will direct (x) each account debtor of any Credit Party (including, without limitation, Acceptable Obligors, account debtors under Acceptable Tax Credits (to the extent permitted under the applicable program), held Approved Co-Financiers and Licensing Intermediaries) to remit all amounts due and payable to any Credit Party directly to the applicable Collection Account (or, solely in the case of foreign receivables relating to Covered Products that are licensed through a Licensing Intermediary, to a Licensing Intermediary Bank Account) and (y) each Hedge Bank to remit to a Collection Account all payments due to any Credit Party under or in respect of the Secured Hedge Agreements, if any. Prior to the occurrence and continuance of an Event of Default, the Borrower shall disburse all amounts on deposit in any Collection Account (other than amounts on deposit in Third Party Collection Accounts) pursuant to Section 2.04(c). (b) The Borrower will execute such documentation as may be required by the Administrative Agent in order to effectuate the provisions of this Section 10.03. (c) In the event the Credit Parties receives payment from any Person, which payment should have been remitted directly to a Collection Account, the Credit Parties shall hold such payment or proceeds in trust for the Administrative Agent (for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible AccountSecured Parties) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of promptly remit such funds into the clearing account, as and when received payment or as otherwise required hereunder, the following payments and collections received or made by it subsequent proceeds to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not appropriate Collection Account to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements terms of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and . (viid) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in that, pursuant to an Approved Co-Financing Agreement, the related applicable Approved Co-Financier requires that an independent collection account manager manage the Collection Account any amount not required for the applicable Covered Product, the Credit Parties may engage Fintage Collection Account Management B.V., Freeway CAM B.V. or another collection account manager approved by the Administrative Agent (each, a “Third Party Collection Agent”) to be deposited thereinestablish, it may maintain and manage the Collection Account at any time withdraw an office of the Administrative Agent (each such amount from its account, a “Third Party Collection Account, any provision herein ”) pursuant to a customary collection account management agreement in form and substance reasonably acceptable to the contrary notwithstanding. Administrative Agent (b) Funds in the each a “Third Party Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12Agreement”). Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).131 SECTION

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be The Borrower Parties have established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the CutAmendment Effective Date one or more interest-off Date but allocable to a Due Period subsequent thereto: bearing or non-interest bearing deposit accounts (i) all payments on account of principalcollectively, including Principal Prepaymentsthe “Collection Accounts”). The parties hereto agree that, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds subject to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to Mortgage, the restoration Security Trustee shall have control of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shallall monies, upon collectioninstruments and other property from time to time on deposit therein pursuant to a Deposit Account Control Agreement, belong which shall provide that the applicable Borrower Party is entitled to provide instructions to the applicable Servicer as additional compensation for its servicing activities. In depository bank regarding the event a Servicer shall withdrawal, transfer or payment of funds on deposit in the related such Collection Account any amount not required prior to be deposited therein, it may at any time withdraw such amount depository bank receiving notice from its Collection Account, any provision herein to the contrary notwithstandingSecurity Trustee of the occurrence and continuance of an Event of Default. (b) Funds On or prior to the Amendment Effective Date, each Borrower Party has instructed all Lessees and other Applicable Obligors, and after the Amendment Effective Date shall instruct all future Lessees and other Applicable Obligors, to make payment of Collections in respect of any Lease or Disposition Event only by wire transfer directly to a Collection Account. Schedule 2.11 lists all Collection Accounts as of the Amendment Effective Date, and such schedule correctly identifies with respect to each such Collection Account (1) the name, address and telephone number of the applicable depository bank, (2) the name in which such account is held and (3) the complete account number therefor. In the event that any Borrower Party receives any cash, checks, money orders or any other form of payment as Collections in respect of a Lease or Disposition Event directly, such Borrower Party shall deposit such cash, checks, money orders or other form of payment of Collections, in the form so received (with all necessary endorsements), into a Collection Accounts may be invested in Permitted Investments in accordance Account as promptly as practicable but not later than the close of business on the Business Day two Business Days following the day such Borrower Party has actual knowledge of receipt thereof. (c) If, for any reason, a Control Agreement with respect to a Collection Account terminates or any depository bank fails to comply with its obligations under a Control Agreement to which it is a party, then the provisions set forth in Section 3.12. Each Servicer applicable Borrower Party shall give notice promptly notify all Applicable Obligors who had previously been instructed to the Trustee of the location of the related make wire payments to a Collection Account maintained by at such depository bank to make all future payments directly to a different Collection Account maintained at a different depository bank. No Borrower Party shall close any Collection Account unless it when shall have, subject to the Mortgage, (i) received the prior written consent of the Required Persons, (ii) established a new account with a new depositary institution satisfactory to the Security Trustee in its reasonable discretion, (iii) entered into a Deposit Account Control Agreement covering such new account with such new depositary institution in a form that is satisfactory in all respects to the Security Trustee in its reasonable discretion (whereupon, for all purposes of this Agreement, such new account shall become a Collection Account) and prior (iv) taken all such action as the Security Trustee shall require to any change thereof grant a security interest in accordance with Section 3.07(f)and Lien on such new Collection Account in favor of the Security Trustee.

Collection Accounts. (a) On behalf of The Trustee shall, prior to the TrusteeClosing Date, each Servicer establish a segregated trust account which shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "designated as the “Collection Account"” and will consist of two subaccounts, the “Interest Collection Account” and the “Principal Collection Account” (collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the benefit of the TrusteeNoteholders and each Hedge Counterparty, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i) all amounts, if any, received by the Issuer pursuant to the Hedge Agreements (other than amounts received by the Issuer by reason of an event of default or termination event (each as defined in the related Hedge Agreement) or other comparable event that are required, pursuant to Section 16.1(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. On In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Collection Accounts shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “BBB+” or “A2,” as applicable, or a short-term debt rating at least equal to “A-1,” “P-1” or “F1,” as applicable. (b) All distributions of principal or interest received in respect of the Assets, and any Sale Proceeds from the sale or disposition of a Collateral Debt Security or other Assets received by the Trustee in Dollars shall be immediately deposited into the Interest Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the case of proceeds received from the sale or disposition of any Assets, such proceeds are simultaneously reinvested pursuant to Section 10.2(d) in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria, or in Eligible Investments). Subject to Sections 10.2(d), 10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Accounts as part of the Assets subject to disbursement and withdrawal as provided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in the form of standing instructions), the Issuer or the Collateral Manager, on behalf of the Issuer, shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Accounts during a Due Period, and amounts received in prior Due Periods and retained in the Collection Accounts, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, each Servicer within one Business Day after receipt of any Scheduled Distribution or other proceeds in respect of the Assets which is not Cash, shall so notify the Issuer and the Collateral Manager and the Issuer, or the Collateral Manager on behalf of the Issuer, shall, within five Business Days of receipt of such notice from the Trustee, sell such Scheduled Distribution or other non-Cash proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Collateral Manager and deposit the proceeds thereof in the applicable Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer, or cause the Collateral Manager on behalf of the Issuer, need not sell such Scheduled Distributions or other non-Cash proceeds if it delivers an Officer’s Certificate to the Trustee certifying that such Scheduled Distributions or other proceeds constitute Collateral Debt Securities or Eligible Investments. (c) If prior to the occurrence of an Event of Default, the Issuer, or the Collateral Manager on behalf of the Issuer, shall not have given any investment directions pursuant to Section 10.2(b), the Trustee shall seek instructions from the Issuer, or the Collateral Manager on behalf of the Issuer, within three Business Days after transfer of such funds to the applicable Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer, or the Collateral Manager on behalf of the Issuer, within five Business Days after transfer of such funds to the applicable Collection Account, it shall invest and reinvest the funds held in the applicable Collection Account in one or more Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer, or the Collateral Manager on behalf of the Issuer, shall not have given investment directions to the Trustee pursuant to Section 10.2(b) for three consecutive days, the Trustee shall invest and reinvest such Monies as fully as practicable in Eligible Investments described in clause (ii) of the definition of Eligible Investments maturing not later than the earlier of (i) 30 days after the date of such investment or (ii) the Business Day immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related applicable Collection Account, any gain realized from such investments shall be credited to the applicable Collection Account, and any loss resulting from such investments shall be charged to the applicable Collection Account. The Trustee shall not in no event more than two Business Days after the deposit any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such funds applicable Collection Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. (d) During the Reinvestment Period (and thereafter to the extent necessary to acquire Collateral Debt Securities pursuant to contracts entered into during the clearing account, as and when received or as otherwise required hereunderReinvestment Period), the following payments Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and collections received or made upon receipt of such Issuer Order the Trustee shall, reinvest Principal Proceeds in Collateral Debt Securities selected by it subsequent the Collateral Manager as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. (e) Subject to Section 10.2(f), the Trustee shall transfer to the Cut-off Date (other than Payment Account for application pursuant to Section 11.1(a) and in respect accordance with the calculations and the instructions contained in the Notes Valuation Report prepared by the Trustee on behalf of principal or interest on the related Mortgage Loans due on or before the Cut-off DateIssuer pursuant to Section 10.9(e), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable Business Day prior to a Due Period subsequent thereto: each Payment Date, any amounts then held in the Collection Accounts other than (i) all payments on account Interest Proceeds or Principal Proceeds received after the end of principal, including Principal Prepayments, on the Mortgage Loans; Due Period with respect to such Payment Date and (ii) all payments amounts that the Issuer is entitled to reinvest in accordance with Section 12.2 and which the Issuer so elects to reinvest in accordance with the terms of this Indenture. (f) Notwithstanding the foregoing, the Trustee shall transfer to the Payment Account from amounts on account deposit in the Interest Collection Account or, solely in the case of interest (net of the related Servicing Fee) on each Mortgage Loan; clause (iii) all Insurance Proceeds below, the Principal Collection Account, as applicable, such amounts, if any, that are due and Condemnation Proceeds payable to (i) SLG Gramercy in respect of the SLG Gramercy Administrative Fee in accordance with, and at the times set forth in, the Asset Servicing Agreement, (ii) SLG Gramercy in respect of any special servicing fees due to SLG Gramercy in accordance with, and at the times set forth in, the Asset Servicing Agreement (to the extent such Insurance Proceeds amounts have not otherwise been paid) and Condemnation Proceeds are not to be applied to (iii) any Hedge Counterparty, in satisfaction of any Hedge Payment Amount (other than any amount due and payable by the restoration of Issuer under the related Mortgaged Property Hedge Agreement following an Event of Default or released to Termination Event (other than Illegality or Tax event) (each as defined in the related Mortgagor Hedge Agreement) with respect to which such Hedge Counterpart is the Defaulting Party or the sole Affected Party (as defined in the related Hedge Agreement)), if any, then due and payable to such Hedge Counterparty in accordance with the express requirements terms of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts the related Hedge Agreement. Any required payments to be deposited Hedge Counterparties pursuant to Section 3.12 in connection with any losses realized clause (iii) of the preceding sentence shall be made, first, from amounts on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Interest Collection Account and shalland, upon collectionsecond, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall extent amounts on deposit in the related Interest Collection Account any amount not required to be deposited thereinare insufficient, it may at any time withdraw such amount from its amounts on deposit in the Principal Collection Account, any provision herein . The Trustee shall make each such transfer on or prior to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice Business Day prior to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)payment date.

Collection Accounts. (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices prudent and customary servicing practices) and all Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and; (vii) all Prepayment Charges Premiums collected or paid (pursuant to Section 3.07(a)) by such Servicer; and (viii) without duplication, all payments of claims under the related PMI policy. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee and the Depositor of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f)thereof.