Common use of Collection Accounts Clause in Contracts

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

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

Collection Accounts. (a) The Trustee shallhas established at the Custodian two segregated non-interest bearing trust accounts, prior to the Closing Date, establish a segregated trust account which shall be designated as the "Collection Account" and will consist of two subaccounts, the "Interest Collection Account" and the "Principal Collection Account" (collectively, the "Collection Accounts"), which shall be each held in trust in the name of the Trustee for the benefit of the Noteholders Secured Parties, one of which shall be designated the “Interest Collection Account” and the other of which shall be designated the “Principal Collection Account,” each Hedge Counterparty, into of which Collection Accounts, as applicable, shall be maintained by the Issuer with the Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Account, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof (i) any funds in the Reserve Account deemed by the Portfolio Manager in its sole discretion to be Interest Proceeds pursuant to Section 10.3(e) and (ii) all amounts, if any, Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII) received by the Issuer pursuant Trustee. The Trustee shall deposit immediately upon receipt thereof all other amounts remitted to the Hedge Agreements (other than amounts received by Collection Account into the Issuer by reason of an event of default or termination event (each as defined Principal Collection Account, including in addition to the related Hedge Agreement) or other comparable event that are required, deposits required pursuant to Section 16.1(g10.6(a), (i) any funds in the Reserve Account deemed by the Portfolio Manager in its sole discretion to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account Principal Proceeds pursuant to Section 16.1(e10.3(e), (ii) all Sale Principal Proceeds (unless simultaneously reinvested in Substitute additional Collateral Debt SecuritiesObligations in accordance with Article XII or in Eligible Investments) received by the Trustee, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceedsother funds received by the Trustee. In 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 Accounts Account as it deems, in its sole discretion, to be advisableadvisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Accounts Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Subject to Section 10.2(c), amounts in the Collection Accounts Account shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal be reinvested pursuant to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "Section 10.6(a).

Collection Accounts. (a) The Trustee shall, prior to the Closing Date, establish a segregated trust account which shall be designated as the "“Collection Account" ” and will consist of two subaccounts, the "“Interest Collection Account" ” and the "“Principal Collection Account" ” (collectively, the "“Collection Accounts"”), which shall be held in trust in the name of the Trustee for the benefit of the Noteholders and each Hedge CounterpartySecured 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(g16.1(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 16.1(e10.8), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt SecuritiesInterests, subject to the Reinvestment Criteria Criteria) and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by the Trustee as part of the Assets 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 "BBB+" “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.

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

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

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

Collection Accounts. (a) The Trustee shall, prior to the Closing Date, establish a segregated trust account which shall be designated as the "Collection Account" (which may be a subaccount of the Custodial Account) and will 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 Noteholders and each Hedge CounterpartySecured 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(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 Criteria) and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall 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+A-" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "

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

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

Collection Accounts. (a) The Trustee shall, prior to the Closing Date, establish a segregated trust account Securities Account which shall be designated as the "“Collection Account" ” (which may be deemed a subaccount of the Custodial Account) and will which may be deemed to consist of two subaccounts, the "“Interest Collection Account" ” and the "“Principal Collection Account" ” (collectively, the "“Collection Accounts"”), which shall be held in trust in the name of the Trustee for the benefit of the Noteholders and each Hedge CounterpartySecured 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(g) to be used for the purchase by the Issuer of a replacement Hedge Agreement) Sale Proceeds and amounts held in each Hedge Collateral Account pursuant to Section 16.1(e), (ii) all Sale Proceeds (unless simultaneously reinvested in Substitute Collateral Debt Securities, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies amounts in the Collection Accounts as it deems, in its sole discretion, to be advisable. All Monies 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 either (x) the Trustee’s Corporate Trust Office in a segregated trust account that is subject to fiduciary funds on deposit 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 "BBB+" or "A2," as applicable, or “Aa3” by Mxxxx’x and the equivalent by KBRA (if rated by KBRA) and a short-term debt rating at least equal to "A-1," "“P-1” by Mxxxx’x and the equivalent by KBRA (if rated by KBRA) (or, in each case, such lower rating as the applicable Rating Agency shall approve).

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

Collection Accounts. (a) The Trustee shall, on or prior to the Closing Date, establish a segregated at the Custodian two segregated, securities accounts, each held in the name of the Trustee as Entitlement Holder in trust account for the benefit of the Secured Parties, one of which shall be designated as the "Collection Account" and will consist of two subaccounts, the "Interest Collection Account" and the other of which shall be designated the "Principal Collection Account," (collectively, the "Collection Accounts"), each of which shall be held maintained by the Issuer with the Custodian in trust in accordance with the name of the Trustee for the benefit of the Noteholders and each Hedge Counterparty, into which Collection Accounts, as applicable, the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Account, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof (i) any funds in the Interest Reserve Account deemed by the Collateral Manager in its sole discretion to be Interest Proceeds pursuant to Section 10.3(f) and (ii) all amounts, if any, Interest Proceeds (unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments) received by the Issuer pursuant Trustee. The Trustee shall deposit immediately upon receipt thereof all other amounts remitted to the Hedge Agreements (other than amounts received by Collection Account into the Issuer by reason of an event of default or termination event (each as defined Principal Collection Account, including in addition to the related Hedge Agreement) or other comparable event that are required, deposits required pursuant to Section 16.1(g10.6(a), (i) any funds in the Interest Reserve Account deemed by the Collateral Manager in its sole discretion to be used for the purchase by the Issuer of a replacement Hedge Agreement) and amounts held in each Hedge Collateral Account Principal Proceeds pursuant to Section 16.1(e10.3(f), (ii) all Sale Principal Proceeds (unless simultaneously reinvested in Substitute additional Collateral Debt SecuritiesObligations in accordance with Article XII or in Eligible Investments) received by the Trustee, subject to the Reinvestment Criteria and (iii) all Interest Proceeds and all Principal Proceedsother funds received by the Trustee. In addition, the Issuer may, but under no circumstances shall be required to, deposit from time to time such Monies in the Collection Accounts Account as it deems, in its sole discretion, to be advisableadvisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time in the Collection Accounts Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. The Subject to Section 10.2(d), amounts in the Collection Accounts Account shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal be reinvested pursuant to "BBB+" or "A2," as applicable, or a short-term debt rating at least equal to "A-1," "Section 10.6(a).