Common use of Payment Account Clause in Contracts

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent shall, on (a) On or prior to the Initial Closing Date, the Indenture Trustee shall establish a singleand maintain one or more segregated trust accounts (collectively, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” ”) at Citibank, N.A., in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be all funds deposited therein are held in trust for the exclusive benefit of the Secured Parties Noteholders and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawalIssuers as their interests may appear. Any and At all funds at any time on deposit in, or otherwise to the credit oftimes, the Payment Account shall be an Eligible Account or a sub-account of an Eligible Account. On each Remittance Date, the Indenture Trustee shall deposit or cause to be deposited in the Payment Account, as provided in the Property Management Agreement, the Available Amounts for such Payment Date. Except as otherwise provided in this Indenture, the Indenture Trustee, in accordance with the terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to the Payment Account. Funds in the Payment Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Payment Account shall be held by and under the control of the Indenture Trustee in trust by the Collateral Agent Payment Account for the benefit of the Secured Parties. Except Noteholders and the Issuers as provided herein provided. (b) Amounts in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be held uninvested. (c) The Indenture Trustee is authorized to make withdrawals from the Payment Account (the order set forth hereafter in this subsection (c) not constituting an order of priority for such withdrawals) to make payments on the Notes and to other parties as set forth in the priorities of payments pursuant to Section 2.11(b) of this Indenture, to the Issuers as provided in Section 2.11. (d) Upon the satisfaction and discharge of this Indenture pursuant to Section 3.01, the Indenture Trustee shall pay to the interest on and the principal holders of the Loans in accordance with Issuer Interests, as their terms and the provisions of this Agreement andinterests may appear, upon Borrower Order or in accordance with the Payment Date Reportall amounts, to pay feesif any, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer held by it remaining as part of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementPool.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Core Income Funding I VI LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent Trustee shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in Securities Account with the name “Athena Funding I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, Custodial Securities Intermediary which shall be designated as the “Payment Account,” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and over which the Collateral Agent Trustee shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent Trustee for the benefit of the Secured Parties. Except as provided in Sections 6.4 11.1 and 9.111.2, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be (i) to pay the interest on and the principal on the Notes and make other payments in respect of the Loans Notes in accordance with their terms and the provisions of this Agreement andIndenture, upon Borrower Order or (ii) to pay the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distributions to the Preferred Shareholders in accordance with the Payment Date Reportterms and the provisions of the Preferred Share Paying Agency Agreement, (iii) upon Issuer Order, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, and (iv) otherwise to pay amounts payable pursuant to and in accordance with the terms of this Indenture, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent Trustee agrees to give the Borrower, the Services Provider Issuer and the Lenders Co-Issuer immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice it becomes aware that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower Neither the Issuer nor the Co-Issuer shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvestedCorporate Trust Office or a financial institution having a long-term debt rating of at least “Aa3” by Xxxxx’x or a short-term debt rating of at least “P-1” by Xxxxx’x. In the event that the account bank at which Amounts in the Payment Account is maintained ceases to shall not be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementinvested.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I ORCC Financing IV LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The amounts in the Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent shall, on or prior to the Original Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding OR Tech Financing I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. (a) The Collateral Agent shallSecurities Administrator shall establish and maintain in the name of the Indenture Trustee, for the benefit of the Noteholders, the Payment Account as a segregated trust account or accounts. The Securities Administrator will deposit in the Payment Account as identified by the Securities Administrator and as received by the Securities Administrator, the following amounts: (i) Any amounts withdrawn from the Protected Account; (ii) Any Monthly Advance and any Compensating Interest Payments; (iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Securities Administrator or prior which were not deposited in the Protected Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by the Seller pursuant to the Closing DateMortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, establish any amounts which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a singleRepurchase Price in connection with the tender of a Substitute Mortgage Loan by the Seller and the Repurchase Price with respect to any Mortgage Loans purchased by the Servicer pursuant to Section 3.21; (v) Any amounts required to be deposited by the Master Servicer with respect to losses on investments of deposits in the Payment Account; and (vi) Any other amounts received by or on behalf of the Securities Administrator and required to be deposited in the Payment Account pursuant to this Agreement. (b) The requirements for crediting the Payment Account shall be exclusive, segregated it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.05(a)(i), (ii), (iii), (iv), (vi), (vii), (viii), (ix), (x), (xi) and (xii), need not be remitted by the Master Servicer or Servicer to the Securities Administrator for deposit in the Payment Account. In the event that the Master Servicer shall remit or cause to be remitted to the Securities Administrator for deposit to the Payment Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Payment Account shall constitute a non-interest bearing trust account of the Trust Estate segregated on the books of the Securities Administrator and held by the Securities Administrator in trust, and the Payment Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The Payment Account shall be an Eligible Account. (d) The amount at any time credited to the Payment Account shall be (i) held in cash or (ii) invested, in the name “Athena Funding I LLC Payment Accountof the Indenture Trustee, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”Noteholders, which but only in Permitted Investments as directed by Master Servicer. All Permitted Investments shall mature or be designated as the “Payment Account” subject to redemption or withdrawal on or before, and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust until, the next succeeding Payment Date if the obligor for such Permitted Investment is the benefit of Securities Administrator, or if such obligor is any other Person, the Secured Parties and the Collateral Agent shall have exclusive control over Business Day preceding such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawalPayment Date. Any and all funds at any time All investment earnings on amounts on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any benefit from funds on deposit therein, or otherwise uninvested therein from time to time shall be for the credit account of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar processMaster Servicer. The Borrower Securities Administrator shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at remit all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move investment earnings from the Payment Account to the Master Servicer on each Payment Date. If there is any loss on a Permitted Investment, the Master Servicer shall remit the amount of the loss to the Securities Administrator who shall deposit such amount in the Payment Account. (e) The Securities Administrator or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Securities Administrator's economic self-interest for (i) servicing as investment advisor, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an Eligible Account Bank and cause the successor account bank amount that is reimbursable or payable pursuant to enter into a control agreementSection 4.05.

Payment Account. (a) The Collateral Agent Agent, shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment Account, subject to of the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, Parties which shall be designated as the “Payment Account,” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and over which the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Amounts on deposit in the Payment Account shall remain uninvested. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.111.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be (i) to pay the interest on and the principal of the Loans Debt and make other payments in respect of the Debt in accordance with their terms and the provisions of this Agreement andIndenture and Credit Agreement, (ii) upon Borrower Order or in accordance with the Payment Date ReportIssuer Order, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, and (iii) otherwise to pay amounts payable pursuant to and in accordance with the terms of this Indenture and Credit Agreement, each in accordance with (and subject to the limitations contained in) the Priority of Payments. . (b) The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate Issuer prompt notice if an Administrative a Bank Officer of the Collateral Agent obtains actual knowledge of or receives written notice or has actual knowledge that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become becomes subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower Issuer shall not have any no legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementAccount.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding OR Tech Financing I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent Borrower shall, on or prior to the Closing Date, establish at the Accounts Securities Intermediary a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment AccountKLCC SPV GS1 LLC, subject to the lien of State Street Bank and Trust CompanyStreet, as Collateral Agent for the benefit on behalf of the Secured Parties”, which shall be designated as the “Payment Account” and , which shall be governed solely held by the terms of this Agreement and Accounts Securities Intermediary in accordance with the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. To the extent that any amounts to be held in the Payment Account are denominated in a Specified Currency other than USD, the Collateral Agent will cause such amounts to be deposited in the subaccount of the Payment Account established for such currency (or in such other account as the Collateral Agent may have established to hold such currency for purposes of this Agreement and the other Transaction Documents). Except as provided in Sections 6.4 the Priority of Payments and 9.1in this Section 6.3, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of and other amounts owing in respect of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Expenses (which Borrower Order shall be deemed to be provided for Administrative Expenses, Increased Costs Expenses identified in the Monthly Report) and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than Payments in accordance with the Priority of PaymentsPayments and Section 12. The Collateral Agent shall cause the transfer to the respective Payment Account, for application pursuant to the Priority of Payments, on the first Business Day preceding each Payment Date, or, if such funds are permitted to be available in the Interest Collection Account shall remain at all times with an Eligible or the Principal Collection Account, as the case may be, on the Business Day preceding each Payment Date pursuant to Section 6.1 of any amounts then held in Cash in (1) the Interest Collection Account Bank, and (2) the amounts therein shall remain uninvested. In the event Principal Collection Account (other than Cash that the Investment Manager is permitted to and elects to retain in such account bank at which for subsequent reinvestment in Collateral Obligations) and any Reinvestment Income on amounts in the Payment Account is maintained ceases to be an Eligible Account BankPrincipal Collection Account, or other than Proceeds received after the account bank end of the Due Period with respect to the such Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementDate.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Core Income Funding I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. (a) The Collateral Agent shallSecurities Administrator shall establish and maintain in the name of the Indenture Trustee, for the benefit of the Noteholders, the Payment Account as a segregated trust account or accounts. The Securities Administrator will deposit in the Payment Account as identified by the Securities Administrator and as received by the Securities Administrator, the following amounts: (i) Any amounts withdrawn from the Protected Account; (ii) Any Monthly Advance and any Compensating Interest Payments; (iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Securities Administrator or prior which were not deposited in the Protected Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by the Seller pursuant to the Closing DateMortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, establish any amounts which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a singleRepurchase Price in connection with the tender of a Substitute Mortgage Loan by the Seller and the Repurchase Price with respect to any Mortgage Loans purchased by the Servicer pursuant to Section 3.21; (v) Any amounts required to be deposited by the Master Servicer with respect to losses on investments of deposits in the Payment Account; and (vi) Any other amounts received by or on behalf of the Securities Administrator and required to be deposited in the Payment Account pursuant to this Agreement. (b) The requirements for crediting the Payment Account shall be exclusive, segregated it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.05(a)(i), (ii), (iii), (iv), (vi), (vii), (viii), (ix), (x), (xi) and (xii), need not be remitted by the Master Servicer or Servicer to the Securities Administrator for deposit in the Payment Account. In the event that the Master Servicer shall remit or cause to be remitted to the Securities Administrator for deposit to the Payment Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Payment Account shall constitute a non-interest bearing trust account of the Trust Estate segregated on the books of the Securities Administrator and held by the Securities Administrator in trust, and the Payment Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The Payment Account shall be an Eligible Account. (d) The amount at any time credited to the Payment Account shall be (i) held in cash or (ii) invested, in the name “Athena Funding I LLC Payment Accountof the Indenture Trustee, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”Noteholders, which but only in Permitted Investments as directed by Master Servicer. All Permitted Investments shall mature or be designated as the “Payment Account” subject to redemption or withdrawal on or before, and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust until, the next succeeding Payment Date if the obligor for such Permitted Investment is the benefit of Securities Administrator, or if such obligor is any other Person, the Secured Parties and the Collateral Agent shall have exclusive control over Business Day preceding such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawalPayment Date. Any and all funds at any time All investment earnings on amounts on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any benefit from funds on deposit therein, or otherwise uninvested therein from time to time shall be for the credit account of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar processMaster Servicer. The Borrower Securities Administrator shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at remit all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move investment earnings from the Payment Account to the Master Servicer on each Payment Date. If there is any loss on a Permitted Investment, the Master Servicer shall remit the amount of the loss to the Securities Administrator who shall deposit such amount in the Payment Account. (e) The Securities Administrator or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Securities Administrator’s economic self-interest for (i) servicing as investment advisor, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an Eligible Account Bank and cause the successor account bank amount that is reimbursable or payable pursuant to enter into a control agreementSection 4.05.

Payment Account. The Collateral Agent the Borrower shall, on or prior to the Closing Date, establish at the Accounts Securities Intermediary a single, segregated non-interest bearing trust account in the name “Athena Tech Income Funding I LLC Payment AccountLLC, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit on behalf of the Secured Parties”, which shall be designated as the “Payment Account” and , which shall be governed solely held by the terms of this Agreement and Accounts Securities Intermediary in accordance with the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. To the extent that any amounts to be held in the Payment Account are denominated in a Specified Currency other than USD, the Collateral Agent shall immediately convert such Principal Proceeds into USD, at the prevailing spot rate of exchange at such time. Except as provided in Sections 6.4 the Priority of Payments and 9.1in this Section 6.3, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of and other amounts owing in respect of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Expenses (which Borrower Order shall be deemed to be provided for Administrative Expenses, Increased Costs Expenses identified in the Valuation Report) and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than Payments in accordance with the Priority of PaymentsPayments and Section 12. The Collateral Agent shall cause the transfer to the Payment Account, for application pursuant to the Priority of Payments, on the first Business Day preceding each Payment Date, or, if such funds are permitted to be available in the Interest Collection Account shall remain at all times with an Eligible or the Principal Collection Account, as the case may be, on the Business Day preceding each Payment Date pursuant to Section 6.1 of any amounts then held in Cash in (1) the Interest Collection Account Bank, and (2) the amounts therein shall remain uninvested. In the event Principal Collection Account (other than Cash that the Services Provider is permitted to and elects to retain in such account bank at which for subsequent reinvestment in Collateral Obligations) and any Reinvestment Income on amounts in the Payment Account is maintained ceases to be an Eligible Account BankPrincipal Collection Account, or other than Proceeds received after the account bank end of the Due Period with respect to the such Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementDate.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian a single, segregated non-interest bearing trust account in the name “Athena "ASIF Funding I II, LLC Payment Account", subject to the lien of State Street Bank and Trust Company, as the Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “"Payment Account” " and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s 's right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Collateral Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Commitment Fees, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider Servicer and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In ; provided that if such institution's rating falls below any such rating threshold, the event assets held in such Covered Account shall be moved by the Borrower within 30 calendar days to another institution that satisfies the account bank at which the Payment Account is maintained ceases to be an definition of Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I ORCC II Financing II LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I ORCC Financing II LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank Account Bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. (a) The Collateral Agent shallSecurities Administrator shall establish and maintain, on for the benefit of the Noteholders, the Payment Account as a segregated trust account or prior accounts. The Master Servicer shall remit to the Closing DateSecurities Administrator amounts it receives pursuant to Section 4.01(c) hereof. Such remittance may be accomplished by deposit of such funds into the Payment Account. The Securities Administrator will deposit into the Payment Account the following amounts, establish as identified by the Securities Administrator and as received by the Securities Administrator: (i) Any amounts withdrawn from the Custodial Account pursuant to Section 4.01(c) of this Agreement; (ii) Any Monthly Advance and any Compensating Interest Payments made by the Master Servicer; (iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Securities Administrator or which were not deposited in the Custodial Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by the Seller pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a singleRepurchase Price in connection with the tender of a Substitute Mortgage Loan by the Seller and the Repurchase Price with respect to any Mortgage Loans purchased by the Servicer or the Subservicer pursuant to Section 3.21 hereof; (v) Any amounts required to be deposited by the Master Servicer with respect to losses on investments of deposits in the Payment Account; (vi) Any other amounts received by or on behalf of the Securities Administrator and required to be deposited in the Payment Account pursuant to this Agreement; and (vii) Any amounts received pursuant to the Swap Agreement. (b) The requirements for crediting the Payment Account shall be exclusive, segregated it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Sections 4.05(a)(i), (ii), (iii), (iv), (vi), (vii), (viii), (ix), (x), (xi) and (xii) of this Agreement, need not be remitted by the Master Servicer to the Securities Administrator, or by the Servicer or the Subservicer to the Master Servicer for deposit in the Payment Account. In the event that the Master Servicer shall remit or cause to be remitted to the Securities Administrator for deposit to the Payment Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Master Servicing Officer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Payment Account shall constitute a non-interest bearing trust account of the Trust Estate segregated on the books of the Securities Administrator and held by the Securities Administrator in trust, and the name “Athena Funding I LLC Payment Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The Payment Account shall be an Eligible Account, subject . (d) The amount at any time credited to the lien of State Street Bank and Trust Company, as Collateral Agent Payment Account shall be (i) held in cash or (ii) invested for the benefit of the Secured Parties”Noteholders, which but only in Permitted Investments as directed by Master Servicer. All Permitted Investments shall mature or be designated as the “Payment Account” subject to redemption or withdrawal on or before, and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held until, the next succeeding Payment Date if the obligor for such Permitted Investment is the Securities Administrator, or if such obligor is any other Person, the Business Day preceding such Payment Date. All investment earnings on amounts on deposit in trust the Payment Account or benefit from funds uninvested therein from time to time shall be for the benefit account of the Secured Parties Master Servicer and Depositor, as separately agreed. The Securities Administrator shall remit all investment earnings from the Collateral Agent Payment Account to the Master Servicer on each Payment Date. If there is any loss on a Permitted Investment, the Master Servicer shall have exclusive control over remit the amount of the loss to the Securities Administrator who shall deposit such accountamount in the Payment Account. (e) The Securities Administrator or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Securities Administrator’s economic self-interest for (i) servicing as investment advisor, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to Section 4.05 hereof. (f) The Securities Administrator is authorized to make withdrawals from the Payment Account (the order set forth hereafter not constituting an order of priority for such withdrawals) (i) to make payments on the Notes as provided herein, (ii) to pay or reimburse to the Indenture Trustee all Extraordinary Expenses (subject to the Borrower’s right second paragraph of the definition of Extraordinary Expenses) and (iii) to give instructions specified herein, and the sole right of withdrawal. Any and all funds at withdraw any time on deposit in, or otherwise to the credit of, amounts deposited in the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified thereinerror, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer terms of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementIndenture.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I ORCC Financing II LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC GCP SG Warehouse 2022-1 Payment Account, subject to the lien of State Street Bank and Trust CompanyWilmington Trust, National Association, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans and the Subordinated Notes in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Collateral Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. For the avoidance of doubt, each Payment Date Report shall constitute instructions to the Collateral Agent to withdraw on the related Quarterly Payment Date from the Payment Account and pay or transfer the amounts set forth in such report in the manner specified, and in accordance with the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider Collateral Manager, the Lenders and the Lenders Subordinated Noteholders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The amounts in the Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent Borrower shall, on or prior to the Closing Initial Funding Date, establish at the Borrower Accounts Securities Intermediary a single, segregated non-interest bearing trust account in the name “Athena Germantown Funding I LLC Payment AccountLLC, subject to the lien of State Street Bank and Trust CompanyWxxxx Fargo Bank, National Association, as Collateral Agent for the benefit on behalf of the Secured Parties”, which shall be designated as the “Payment Account” and , which shall be governed solely held by the terms of this Agreement and Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 the Priority of Payments and 9.1in this Section 6.3, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of and premium, if any, on the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or to pay Administrative Expenses and other amounts specified in the Priority of Payments in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of PaymentsPayments and Section 12 of this Agreement. The Collateral Agent agrees to give the Borrower, the Services Provider Borrower and the Lenders immediate Administrative Agent notice as soon as practicable under the circumstances if an Administrative Authorized Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority provisions of Paymentsthis Agreement and the Securities Account Control Agreement. The At all times, the Payment Account shall remain at all times with an Eligible Account Bankinstitution that satisfies the requirements of Section 6.1. The Borrower or the Investment Manager on behalf of the Borrower shall direct the Collateral Agent in writing to, and upon the amounts therein shall remain uninvested. In receipt of such written instructions, the Collateral Agent shall, cause the transfer to the Payment Account, for application pursuant to the Priority of Payments, on the first Business Day preceding each Payment Date, or, in the event such funds are permitted to be available in the Interest Collection Account or the Principal Collection Account, as the case may be, on the Business Day preceding each Payment Date pursuant to Section 6.1 of any amounts then held in Cash in (i) the Interest Collection Account and (ii) the Principal Collection Account (other than Cash that the Investment Manager is permitted to and elects to retain in such account bank at which for subsequent reinvestment in Collateral Obligations) and any Reinvestment Income on amounts in the Payment Account is maintained ceases to be an Eligible Account BankPrincipal Collection Account, or other than Proceeds received after the account bank end of the Due Period with respect to the such Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementDate.

Payment Account. The Collateral Agent Issuer shall, on or prior to the Closing Date, establish at the Issuer Accounts Securities Intermediary a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment AccountFSSL Finance BB AssetCo LLC, subject to the lien of State Street Bank and Computershare Trust Company, N.A., as Collateral Agent for the benefit Trustee on behalf of the Secured Parties”, ,” which shall be designated as the “Payment Account” and , which shall be governed solely held by the terms of this Agreement and Issuer Accounts Securities Intermediary in accordance with the Securities Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent Trustee for the benefit of the Secured Parties. Except as provided in Sections 6.4 Section 11.1 and 9.1in this Section 10.3, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of and premium, if any, on the Loans Notes in accordance with their terms and the provisions of this Agreement Indenture and, upon Borrower Issuer Order or to pay Administrative Expenses and other amounts specified in the Priority of Payments in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of PaymentsPayments and Section 13.1. The Collateral Agent Trustee agrees to give the Borrower, Issuer notice as soon as practicable under the Services Provider and the Lenders immediate notice circumstances if an Administrative a Trust Officer of the Collateral Agent obtains actual knowledge of or Trustee receives written notice or has actual knowledge that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower Issuer shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority provisions of Paymentsthis Indenture and the Securities Account Control Agreement. The At all times, the Payment Account shall remain at all times with an Eligible Account Bankinstitution that satisfies the requirements of Section 10.1. The Issuer or the Investment Manager on behalf of the Issuer shall direct the Trustee in writing to, and upon the amounts therein shall remain uninvested. In receipt of such written instructions, the Trustee shall, cause the transfer to the Payment Account, for application pursuant to Section 11.1(a), on the first Business Day preceding each Payment Date, or, in the event such funds are permitted to be available in the Interest Collection Account or the Principal Collection Account, as the case may be, on the Business Day preceding each Payment Date pursuant to Section 10.1 of any amounts then held in Cash in (i) the Interest Collection Account and (ii) the Principal Collection Account (other than Cash that the Investment Manager is permitted to and elects to retain in such account bank at which for subsequent reinvestment in Collateral Obligations), other than Proceeds received after the Payment Account is maintained ceases to be an Eligible Account Bank, or end of the account bank Due Period with respect to the such Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementDate.

Payment Account. (a) The Collateral Agent Trustee shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account,” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties Noteholders and each Hedge Counterparty and over which the Collateral Agent Trustee shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent Trustee for the benefit of the Secured PartiesNoteholders and each Hedge Counterparty. Except as provided in Sections 6.4 11.1 and 9.111.2, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be (i) to pay the interest on and the principal of the Loans Notes and make other payments in respect of the Notes in accordance with their terms and the provisions of this Agreement andIndenture, upon Borrower Order or (ii) to pay the Preferred Share Paying Agent for deposit into the Preferred Share Distribution Account for distributions to the Preferred Shareholders in accordance with the Payment Date Reportterms and the provisions of the Preferred Shares Paying Agency Agreement, (iii) upon Issuer Order, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, and (iv) otherwise to pay amounts payable pursuant to and in accordance with the terms of this Indenture, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent Trustee agrees to give the Borrower, the Services Provider Issuer and the Lenders Co-Issuer immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice it becomes aware that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower Neither the Issuer nor the Co-Issuer shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bankthe Corporate Trust Office or a financial institution having a long-term debt rating by each Rating Agency at least equal to “BBB+” or “A2,” as applicable, and the amounts therein shall remain uninvestedor a short-term debt rating by each Rating Agency at least equal to “A-1,” “P-1” or “F1,” as applicable. In the event that the account bank at which Amounts in the Payment Account is maintained ceases to shall not be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementinvested.

Payment Account. The Collateral (a) To the extent the funds in the Commercial Paper Account are not sufficient to pay or reimburse the Administrative Agent shalland the Lenders for the full amount of any Obligation on the date such Obligation becomes due and payable, on and without limiting the obligations of the Borrower under this Agreement to pay or prior reimburse the Administrative Agent and the Lenders for such Obligation, the Administrative Agent shall be entitled to debit the Payment Account (to the Closing Date, establish a single, segregated non-interest bearing trust account in extent funds are on deposit therein) and apply such debited amounts to reimburse the name “Athena Funding I LLC Payment Account, subject to Administrative Agent and the lien of State Street Bank and Trust Company, as Collateral Agent Lenders for such Obligation. (b) At any time when the benefit collected credit balance of the Secured Parties”, which Payment Account exceeds $5,000,000 the Administrative Agent shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit upon request of the Secured Parties Borrower (unless an Event of Default has occurred and is continuing) release the Collateral Agent shall have exclusive control over such account, subject excess to the Borrower’s right ; provided, however, that the Administrative Agent shall not be required to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise release to the credit of, Borrower any proceeds of any drawing under the Payment Account shall be held in trust by the Collateral Agent for the benefit Purchase L/C or any payments received on account of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal amount of the Loans in accordance with their terms Purchase Note. (c) Without prejudice to any of the rights and remedies of the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit thereinLender under this Agreement, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which Maker shall fail to pay when due any interest on the Payment Account is maintained ceases to be an Eligible Account BankPurchase Note and such failure continues for more than five days, or the account bank with respect Borrower may, by written notice to the Payment Account gives notice Administrative Agent, with copies to the Depositary and the Dealer, (i) direct the Administrative Agent to accelerate the obligations of the Maker under the Purchase Note, (ii) make a drawing under the Purchase L/C in respect of the unpaid principal amount of the Purchase Note to the extent permitted by the terms thereof and by applicable law, and (iii) upon payment in full of the Secured Obligations to the Secured Parties under, and as such terms are defined in, the Security Agreement and the satisfaction of the Administrative Agent that it is terminating no CP Notes are outstanding and that no further CP Notes may be issued, the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move Administrative Agent shall take the Payment Account actions described in Section 2.5 as if the Commitment Termination Date had occurred. The Lenders authorize the Administrative Agent to an Eligible Account Bank and cause the successor account bank to enter into a control agreementact as herein provided.

Payment Account. (a) The Collateral Agent shallSecurities Administrator shall establish and maintain in the name of the Indenture Trustee, on for the benefit of the Noteholders, the Payment Account as a segregated trust account or prior accounts. The Master Servicer shall remit to the Closing DateSecurities Administrator amounts it receives pursuant to Section 4.01(c). Such remittance may be accomplished by deposit of such funds into the Payment Account. The Securities Administrator will deposit into the Payment Account the following amounts, establish as identified by the Securities Administrator and as received by the Securities Administrator: (i) Any amounts withdrawn from the Custodial Account pursuant to Section 4.01(c) of this Agreement; (ii) Any Monthly Advance and any Compensating Interest Payments made by the Master Servicer; (iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Securities Administrator or which were not deposited in the Custodial Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by the Seller pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a singleRepurchase Price in connection with the tender of a Substitute Mortgage Loan by the Seller and the Repurchase Price with respect to any Mortgage Loans purchased by the Servicer or the Subservicer pursuant to Section 3.21; (v) Any amounts required to be deposited by the Master Servicer with respect to losses on investments of deposits in the Payment Account; (vi) Any other amounts received by or on behalf of the Securities Administrator and required to be deposited in the Payment Account pursuant to this Agreement; and (vii) Any amounts received pursuant to the Swap Agreement. (b) The requirements for crediting the Payment Account shall be exclusive, segregated it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Sections 4.05(a)(i), (ii), (iii), (iv), (vi), (vii), (viii), (ix), (x), (xi) and (xii), need not be remitted by the Master Servicer to the Securities Administrator, or by the Servicer or the Subservicer to the Master Servicer for deposit in the Payment Account. In the event that the Master Servicer shall remit or cause to be remitted to the Securities Administrator for deposit to the Payment Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Payment Account shall constitute a non-interest bearing trust account of the Trust Estate segregated on the books of the Securities Administrator and held by the Securities Administrator in trust, and the Payment Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The Payment Account shall be an Eligible Account. (d) The amount at any time credited to the Payment Account shall be (i) held in cash or (ii) invested, in the name “Athena Funding I LLC Payment Accountof the Indenture Trustee, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”Noteholders, which but only in Permitted Investments as directed by Master Xxxxxxxx. All Permitted Investments shall mature or be designated as the “Payment Account” subject to redemption or withdrawal on or before, and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held until, the next succeeding Payment Date if the obligor for such Permitted Investment is the Securities Administrator, or if such obligor is any other Person, the Business Day preceding such Payment Date. All investment earnings on amounts on deposit in trust the Payment Account or benefit from funds uninvested therein from time to time shall be for the benefit account of the Secured Parties Master Servicer and Depositor, as separately agreed. The Securities Administrator shall remit all investment earnings from the Collateral Agent Payment Account to the Master Servicer on each Payment Date. If there is any loss on a Permitted Investment, the Master Servicer shall have exclusive control over remit the amount of the loss to the Securities Administrator who shall deposit such accountamount in the Payment Account. (e) The Securities Administrator or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Securities Administrator’s economic self-interest for (i) servicing as investment advisor, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to Section 4.05. (f) The Securities Administrator is authorized to make withdrawals from the Payment Account (the order set forth hereafter not constituting an order of priority, for such withdrawals) (i) to make payments on the Notes as provided herein, (ii) to pay or reimburse to the Indenture Trustee all Extraordinary Expenses (subject to the Borrower’s right second paragraph of the definition of Extraordinary Expenses) and (iii) to give instructions specified herein, and the sole right of withdrawal. Any and all funds at withdraw any time on deposit in, or otherwise to the credit of, amounts deposited in the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified thereinerror, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer terms of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementIndenture.

Payment Account. The Collateral Agent Borrower shall, on or prior to the Closing Initial Funding Date, establish at the Borrower Accounts Securities Intermediary a single, segregated non-interest bearing trust account in the name “Athena Gladwyne Funding I LLC Payment AccountLLC, subject to the lien of State Street Bank and Trust CompanyWxxxx Fargo Bank, National Association, as Collateral Agent for the benefit on behalf of the Secured Parties”, which shall be designated as the “Payment Account” and , which shall be governed solely held by the terms of this Agreement and Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 the Priority of Payments and 9.1in this Section 6.3, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of and premium, if any, on the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or to pay Administrative Expenses and other amounts specified in the Priority of Payments in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of PaymentsPayments and Section 12. The Collateral Agent agrees to give the Borrower, the Services Provider Borrower and the Lenders immediate Administrative Agent notice as soon as practicable under the circumstances if an Administrative Authorized Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority provisions of Paymentsthis Agreement and the Securities Account Control Agreement. The At all times, the Payment Account shall remain at all times with an Eligible Account Bankinstitution that satisfies the requirements of Section 6.1. The Borrower or the Investment Manager on behalf of the Borrower shall direct the Collateral Agent in writing to, and upon the amounts therein shall remain uninvested. In receipt of such written instructions, the Collateral Agent shall, cause the transfer to the Payment Account, for application pursuant to the Priority of Payments, on the first Business Day preceding each Payment Date, or, in the event such funds are permitted to be available in the Interest Collection Accounts or the Borrowing Base Principal Collection Account, as the case may be, on the Business Day preceding each Payment Date pursuant to Section 6.1 of any amounts then held in Cash in (i) the Interest Collection Accounts and (ii) the Borrowing Base Principal Collection Account (other than Cash that the Investment Manager is permitted to and elects to retain in such account bank at which for subsequent reinvestment in Collateral Obligations) and any Reinvestment Income on amounts in the Payment Account is maintained ceases to be an Eligible Account BankBorrowing Base Principal Collection Account, or other than Proceeds received after the account bank end of the Due Period with respect to the such Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementDate.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Core Income Funding I IV LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Ramp-Up Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent Borrower shall, on or prior to the Closing Date, establish at the Accounts Securities Intermediary a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment AccountNew Mountain Guardian III SPV, L.L.C., subject to the lien of State Street Bank and Western Alliance Trust Company, N.A., as Collateral Agent for the benefit on behalf of the Secured Parties”, which shall be designated as the “Payment Account” and , which shall be governed solely held by the terms of this Agreement and Accounts Securities Intermediary in accordance with the Securities Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit benef it of the Secured Parties. To the extent that any amounts to be held in the Payment Account are denominated in a Specified Currency other than USD, the Collateral Agent will cause such amounts to be deposited in the subaccount of the Payment Account established for such currency (or in such other account as the Collateral Agent may have established to hold such currency for purposes of this Agreement and the other Transaction Documents). Except as provided in Sections 6.4 the Priority of Payments and 9.1in this Section 6.3, the only permitted permit xxx withdrawal from f rom or application of funds on deposit in, or otherwise to the credit ofof , the Payment Account shall be to pay the interest on and the principal of and other amounts owing in respect of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Expenses (which Borrower Order shall be deemed to be provided for Administrative Expenses, Increased Costs Expenses identif ied in the Monthly Report) and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than Payments in accordance with the Priority of PaymentsPayments and Section 12. The Collateral Agent shall cause the transfer to the respective Payment Account shall remain at all times with an Eligible Account BankAccount, and for application pursuant to the amounts therein shall remain uninvested. In Priority of Payments, on the event that the account bank at which the first Business Day preceding each Payment Account is maintained ceases Date, or, if such funds are permitted to be an Eligible available in the Interest Collection Account Bank, or the account bank Principal Collection Account, as the case may be, on the Business Day preceding each Payment Date pursuant to Section 6.1 of any amounts then held in Cash in (1) the Interest Collection Account and (2) the Principal Collection Account and any Reinvestment Income on amounts in the Principal Collection Account, other than Proceeds received af ter the end of the Due Period with respect to the such Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementDate.

Payment Account. The Collateral Agent Borrower shall, on or prior to the Closing Initial Funding Date, establish at the Borrower Accounts Securities Intermediary a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment AccountGreen Creek LLC, subject to the lien of State Street Bank and Trust CompanyCitibank, N.A., as Collateral Agent for the benefit on behalf of the Secured Parties”, which shall be designated as the “Payment Account” and , which shall be governed solely held by the terms of this Agreement and Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 the Priority of Payments and 9.1in this Section 3, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of and premium, if any, on the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or to pay Administrative Expenses and other amounts specified in the Priority of Payments in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of PaymentsPayments and Section 12 of the Agreement to which this Schedule F is attached. The Collateral Agent agrees to give the Borrower, the Services Provider Borrower and the Lenders immediate Administrative Agent notice as soon as practicable under the circumstances if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice it becomes aware that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority provisions of Paymentsthis Agreement and the Securities Account Control Agreement. The At all times, the Payment Account shall remain at all times with an Eligible Account Bankinstitution that satisfies the requirements of Section 1 of this Schedule F. The Borrower or the Investment Manager on behalf of the Borrower shall direct the Collateral Agent in writing to, and upon the amounts therein shall remain uninvested. In receipt of such written instructions, the Collateral Agent shall, cause the transfer to the Payment Account, for application pursuant to the Priority of Payments, on the first Business Day preceding each Payment Date, or, in the event such funds are permitted to be available in the Interest Collection Account or the Principal Collection Account, as the case may be, on the Business Day preceding each Payment Date pursuant to Section 1 above of any amounts then held in Cash in (i) the Interest Collection Account and (ii) the Principal Collection Account (other than Cash that the Investment Manager is permitted to and elects to retain in such account bank at which for subsequent reinvestment in Collateral Obligations) and any Reinvestment Income on amounts in the Payment Account is maintained ceases to be an Eligible Account BankPrincipal Collection Account, or other than Proceeds received after the account bank end of the Due Period with respect to the such Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementDate.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I ORCC Financing II LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties””, which shall be designated as the “”Payment Account”” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank Account Bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Tech Income Funding I III LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena ABPCIC Funding I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as the Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Senior Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Commitment Fees, Increased Costs Costs, Funding Losses, Indemnified Taxes and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider Borrower and the Senior Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. (a) The Collateral Agent shallIndenture Trustee shall establish and maintain, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”Noteholders, which the Class S Certificateholder and the Note Insurer, the Payment Account as a segregated trust account or accounts. The Payment Account shall be designated an Eligible Account. The Indenture Trustee will deposit in the Payment Account as the “Payment Account” and which shall be governed solely received by the terms Indenture Trustee, the following amounts: (i) Any amounts withdrawn from the Custodial Account; (ii) Any Insurance Proceeds, Subsequent Recoveries or Net Liquidation Proceeds received by or on behalf of the Indenture Trustee or which were not deposited in the Custodial Account; (iii) The Repurchase Price with respect to any HELOCs repurchased by the Original Loan Seller or the Sponsor pursuant to Section 2.02 or 2.08 hereof, as applicable; and (iv) Any other amounts received by or on behalf of the Indenture Trustee and required to be deposited in the Payment Account pursuant to this Agreement and Agreement. (b) All amounts deposited to the Payment Account Control Agreement. Such account shall be held by the Indenture Trustee in trust for the benefit of the Secured Parties Securityholders and the Collateral Agent shall have exclusive control over such account, subject to Note Insurer in accordance with the Borrower’s right to give instructions specified herein, terms and provisions of this Agreement and the sole right of withdrawalIndenture. Any and all funds at any time on deposit in, or otherwise to the credit of, The requirements for crediting the Payment Account shall be held exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in trust the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.04(a)(i), (ii), (iii), (iv), (vi), and (vii), need not be credited by the Collateral Agent for Indenture Trustee or the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise Servicer to the credit of, Payment Account. (c) The Indenture Trustee shall hold funds in the Payment Account uninvested. Notwithstanding anything to the contrary contained herein, if the Servicer Remittance Date is not the calendar day immediately preceding the related Payment Date, the Indenture Trustee shall be pay to pay the Servicer, as additional servicing compensation, interest on and the principal of the Loans funds in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject calculated at the Federal Funds Rate, for the period from and including the related Servicer Remittance Date to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in and including the second calendar day preceding the related Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementDate.

Payment Account. The Collateral Agent Borrower shall, on or prior to the Closing Initial Credit Date, establish at the Accounts Securities Intermediary a single, segregated non-interest bearing trust account in the name “Athena Grouse Funding I LLC Payment AccountLLC, subject to the lien of State Street Bank and And Trust Company, as Collateral Agent for the benefit on behalf of the Secured Parties”, which shall be designated as the “Payment Account” and , which shall be governed solely held by the terms of this Agreement and Accounts Securities Intermediary in accordance with the Securities Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. To the extent that any amounts to be held in the Payment Account are denominated in a Specified Currency other than USD, the Collateral Agent will cause such amounts to be deposited in the subaccount of the Payment Account established for such currency (or in such other account as the Collateral Agent may have established to hold such currency for purposes of this Agreement and the other Transaction Documents). Except as provided in Sections 6.4 the Priority of Payments and 9.1in this Section 6.3, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of and other amounts owing in respect of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Expenses (which Borrower Order shall be deemed to be provided for Administrative Expenses, Increased Costs Expenses identified in the Monthly Report) and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than Payments in accordance with the Priority of PaymentsPayments and Section 12. The Collateral Agent shall cause the transfer to the respective Payment Account, for application pursuant to the Priority of Payments, on the first Business Day preceding each Payment Date, or, if such funds are permitted to be available in the Interest Collection Account shall remain at all times with an Eligible or the Principal Collection Account, as the case may be, on the Business Day preceding each Payment Date pursuant to Section 6.1 of any amounts then held in Cash in (1) the Interest Collection Account Bank, and (2) the amounts therein shall remain uninvested. In the event Principal Collection Account (other than Cash that the Investment Manager is permitted to and elects to retain in such account bank at which for subsequent reinvestment in Collateral Obligations) and any Reinvestment Income on amounts in the Payment Account is maintained ceases to be an Eligible Account BankPrincipal Collection Account, or other than Proceeds received after the account bank end of the Due Period with respect to the such Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementDate.

Payment Account. The Collateral Agent the Borrower shall, on or prior to the Closing Date, establish at the Accounts Securities Intermediary a single, segregated non-interest bearing trust account in the name “Athena ORTF Funding I LLC Payment AccountLLC, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit on behalf of the Secured Parties”, which shall be designated as the “Payment Account” and , which shall be governed solely held by the terms of this Agreement and Accounts Securities Intermediary in accordance with the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. To the extent that any amounts to be held in the Payment Account are denominated in a Specified Currency other than USD, the Collateral Agent shall immediately convert such Principal Proceeds into USD, at the prevailing spot rate of exchange at such time. Except as provided in Sections 6.4 the Priority of Payments and 9.1in this Section 6.3, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of and other amounts owing in respect of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Expenses (which Borrower Order shall be deemed to be provided for Administrative Expenses, Increased Costs Expenses identified in the Valuation Report) and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than Payments in accordance with the Priority of PaymentsPayments and Section 12. The Collateral Agent shall cause the transfer to the Payment Account, for application pursuant to the Priority of Payments, on the first Business Day preceding each Payment Date, or, if such funds are permitted to be available in the Interest Collection Account shall remain at all times with an Eligible or the Principal Collection Account, as the case may be, on the Business Day preceding each Payment Date pursuant to Section 6.1 of any amounts then held in Cash in (1) the Interest Collection Account Bank, and (2) the amounts therein shall remain uninvested. In the event Principal Collection Account (other than Cash that the Services Provider is permitted to and elects to retain in such account bank at which for subsequent reinvestment in Collateral Obligations) and any Reinvestment Income on amounts in the Payment Account is maintained ceases to be an Eligible Account BankPrincipal Collection Account, or other than Proceeds received after the account bank end of the Due Period with respect to the such Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementDate.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I “ORCC II Financing II LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties””, which shall be designated as the ““Payment Account”” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena “Core Income Funding I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties””, which shall be designated as the ““Payment Account”” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. (a) The Collateral Agent Securities Intermediary, shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment Account, subject to of the lien of State Street Bank and Trust Company, as Collateral Agent Issuer for the benefit of the Secured Parties”, Collateral Agent which shall be designated as the “Payment Account,” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and over which the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Amounts on deposit in the Payment Account shall remain uninvested. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1Section 11.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be (i) to pay the interest on and the principal of the Loans Debt and make other payments in respect of the Debt in accordance with their terms and the provisions of this Agreement andIndenture and Credit Agreement, (ii) upon Borrower Order or in accordance with the Payment Date ReportIssuer Order, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, and (iii) otherwise to pay amounts payable pursuant to and in accordance with the terms of this Indenture and Credit Agreement, each in accordance with (and subject to the limitations contained in) the Priority of Payments. . (b) The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate Issuer prompt notice if an Administrative a Bank Officer of the Collateral Agent obtains actual knowledge of or receives written notice or has actual knowledge that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become becomes subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower Issuer shall not have any no legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementAccount.

Payment Account. (a) The Collateral Agent shallSecurities Administrator shall establish and maintain in the name of the Indenture Trustee, on for the benefit of the Noteholders, the Payment Account as a segregated trust account or prior accounts. The Master Servicer shall remit to the Closing DateSecurities Administrator amounts it receives pursuant to Section 4.01(c). Such remittance may be accomplished by deposit of such funds into the Payment Account. The Securities Administrator will deposit into the Payment Account the following amounts, establish as identified by the Securities Administrator and as received by the Securities Administrator: (i) Any amounts withdrawn from the Custodial Account pursuant to Section 4.01(c) of this Agreement; (ii) Any Monthly Advance and any Compensating Interest Payments made by the Master Servicer; (iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Securities Administrator or which were not deposited in the Custodial Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by the Seller pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a singleRepurchase Price in connection with the tender of a Substitute Mortgage Loan by the Seller and the Repurchase Price with respect to any Mortgage Loans purchased by the Servicer or the Subservicer pursuant to Section 3.21; (v) Any amounts required to be deposited by the Master Servicer with respect to losses on investments of deposits in the Payment Account; (vi) Any other amounts received by or on behalf of the Securities Administrator and required to be deposited in the Payment Account pursuant to this Agreement; and (vii) Any amounts received pursuant to the Swap Agreement. (b) The requirements for crediting the Payment Account shall be exclusive, segregated it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Sections 4.05(a)(i), (ii), (iii), (iv), (vi), (vii), (viii), (ix), (x), (xi) and (xii), need not be remitted by the Master Servicer to the Securities Administrator, or by the Servicer or the Subservicer to the Master Servicer for deposit in the Payment Account. In the event that the Master Servicer shall remit or cause to be remitted to the Securities Administrator for deposit to the Payment Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Master Servicing Officer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Payment Account shall constitute a non-interest bearing trust account of the Trust Estate segregated on the books of the Securities Administrator and held by the Securities Administrator in trust, and the Payment Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The Payment Account shall be an Eligible Account. (d) The amount at any time credited to the Payment Account shall be (i) held in cash or (ii) invested, in the name “Athena Funding I LLC Payment Accountof the Indenture Trustee, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”Noteholders, which but only in Permitted Investments as directed by Master Xxxxxxxx. All Permitted Investments shall mature or be designated as the “Payment Account” subject to redemption or withdrawal on or before, and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held until, the next succeeding Payment Date if the obligor for such Permitted Investment is the Securities Administrator, or if such obligor is any other Person, the Business Day preceding such Payment Date. All investment earnings on amounts on deposit in trust the Payment Account or benefit from funds uninvested therein from time to time shall be for the benefit account of the Secured Parties Master Servicer and Depositor, as separately agreed. The Securities Administrator shall remit all investment earnings from the Collateral Agent Payment Account to the Master Servicer on each Payment Date. If there is any loss on a Permitted Investment, the Master Servicer shall have exclusive control over remit the amount of the loss to the Securities Administrator who shall deposit such accountamount in the Payment Account. (e) The Securities Administrator or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Securities Administrator’s economic self-interest for (i) servicing as investment advisor, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to Section 4.05. (f) The Securities Administrator is authorized to make withdrawals from the Payment Account (the order set forth hereafter not constituting an order of priority, for such withdrawals) (i) to make payments on the Notes as provided herein, (ii) to pay or reimburse to the Indenture Trustee all Extraordinary Expenses (subject to the Borrower’s right second paragraph of the definition of Extraordinary Expenses) and (iii) to give instructions specified herein, and the sole right of withdrawal. Any and all funds at withdraw any time on deposit in, or otherwise to the credit of, amounts deposited in the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified thereinerror, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer terms of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreementIndenture.

Payment Account. The Collateral Agent shall(a) Borrowers shall cause all rents and other amounts due and payable under each Operating Lease to be paid directly to a noninterest-bearing account or accounts in each Borrower’s name with Lender (collectively, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding I LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Accounts”; individually, a “Payment Account” ”). Borrowers shall (i) notify each Operator that all rents and which shall other amounts due and payable under each Operating Lease must be governed solely by wired or deposited directly into the terms of this Agreement applicable Payment Account and the Account Control Agreement. Such account shall be held (ii) receive in trust for the benefit of Lender and deposit or cause to be deposited into the Secured Parties applicable Payment Account, immediately upon receipt, any and all rents or other amounts received by Borrowers. (b) Provided no Event of Default has occurred or would result from withdrawal of funds, Borrowers shall be entitled to withdraw funds from the Collateral Agent Payment Accounts. (c) If an Event of Default exists, Borrowers shall have exclusive control over such account, subject to the Borrower’s no right to give instructions specified hereinwithdraw funds from the Payment Accounts and Lender shall have the right, in its sole and absolute discretion to hold such funds as additional collateral or to apply such amounts to amounts due under this Loan Agreement or the other Loan Documents (including principal, interest and reserves) in such order and manner as Lender determines. (d) If an Event of Default has occurred but is subsequently waived by Lender, Borrowers shall have no right to withdraw funds from the Payment Accounts and Lender shall thereafter have the right, on each Payment Date, and on any other Business Day as Lender deems appropriate to apply all funds paid directly to Lender or deposited into the Payment Accounts to amounts due under this Loan Agreement or the other Loan Documents (including principal, interest and reserves) in such order and manner as Lender determines. If, after payment of all Obligations due and payable, and the sole right deposit of withdrawal. Any and all funds at any time on deposit inReserves, or otherwise to the in each case in collected funds, a credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank balance exists with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, funds paid directly to Lender or within 60 days of such occurrence, move the Payment Account on a Payment Date, then upon written request from Borrowers, so long as no unwaived Default or Event of Default then exists and is continuing, such credit balance shall be released to an Eligible Account Bank and cause the successor account bank to enter into a control agreementBorrowers.

Payment Account. The U.S. Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name of “Athena Funding I LLC HLEND Holdings C, L.P. Payment Account, subject to the lien of State Street Bank and Trust Company, as the U.S. Collateral Agent for the benefit of the Secured PartiesAgent”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust the name of the Borrower, subject to the lien of the U.S. Collateral Agent for the benefit of the Secured Parties Lenders (and the other Secured Parties), and the U.S. Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the U.S. Collateral Agent for the benefit of the Lenders (and the other Secured Parties). Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, U.S. Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The U.S. Collateral Agent agrees to give the Borrower, the Services Provider Borrower and the Lenders immediate notice if an Administrative Officer of the U.S. Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, Bank and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.

Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish with the Securities Intermediary a single, segregated non-interest bearing trust account in the name “Athena ABPCIC Funding I V LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as the Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust the name of the Collateral Agent for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on the Loans and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Quarterly Distribution Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Administrative Expenses, Make-Whole Fees, Document Custodian FeeMinimum Utilization Fees, Administrative ExpensesUnused Fees, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider Fund and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank (with the consent of the Administrative Agent) and cause the successor account bank to enter into a control agreement.