Common use of Reinvestment Account Clause in Contracts

Reinvestment Account. The Noteholder and the Note Issuer hereby direct and the Collateral Agent xxxxxx agrees to cause to be established and maintained an account (the “Reinvestment Account”) for the benefit of the Noteholder. Pursuant to Section 2.2(d) and 3.4(xiv), the Collateral Agent shall transfer funds from the Collection Account into the Reinvestment Account to be applied to purchase Subsequent Timeshare Loans in accordance with Section 4.2(a). The Reinvestment Account shall be an Eligible Bank Account initially established at the corporate trust department of the Collateral Agent, bearing the following designation “Stratstone/Bluegreen Secured Income Fund, LLC — Reinvestment Account, , as Collateral Agent for the benefit of the Noteholder”. The Collateral Agent on behalf of the Noteholder shall possess all right, title and interest in all funds on deposit from time to time in the Reinvestment Account and in all proceeds thereof. The Reinvestment Account shall be under the sole dominion and control of the Collateral Agent for the benefit of the Noteholder. If, at any time, the Reinvestment Account ceases to be an Eligible Bank Account, the Collateral Agent shall within two Business Days establish a new Reinvestment Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Reinvestment Account and from the date such new Reinvestment Account is established, it shall be the “Reinvestment Account”. Amounts on deposit in the Reinvestment Account shall be invested in accordance with Section 3.1 hereof. Deposits to the Reinvestment Account shall be made in accordance with Section 3.4 hereof. Withdrawals and payments from the Reinvestment Account shall be made in the following manner:

Reinvestment Account. (a) The Noteholder and Issuer shall cause the Note Issuer hereby direct and Securities Intermediary to establish, on or prior to the Collateral Agent xxxxxx agrees to cause to Closing Date, a single, segregated trust account which shall be established and maintained an account (designated as the “Reinvestment Account”) ,” which shall be held in trust in the name of the Issuer, on behalf of the Trustee, for the benefit of the Noteholder. Pursuant to Section 2.2(d) Secured Parties and 3.4(xiv)over which the Note Administrator shall have exclusive control and the sole right of withdrawal; provided, however, that the Note Administrator shall only withdraw such amounts as directed by the Issuer or the Collateral Agent shall transfer funds from Manager on behalf of the Collection Account into Issuer. All amounts credited to the Reinvestment Account pursuant to Section 11.1(a)(ii) of this Indenture, Section 3.03(a)(viii) or 3.03(d)(vii) of the Servicing Agreement or otherwise shall be held by the Note Administrator as part of the Collateral and shall be applied to purchase Subsequent Timeshare Loans the purposes herein provided. (b) The Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Reinvestment Account or any funds on deposit therein, or otherwise to the credit of the Reinvestment Account, becomes subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Reinvestment Account other than in accordance with Section 4.2(a)the Priority of Payments. The Reinvestment Account shall be remain at all times an Eligible Bank Account initially established at the corporate trust department of the Collateral Agent, bearing the following designation “Stratstone/Bluegreen Secured Income Fund, LLC — Reinvestment Account, , as Collateral Agent for the benefit of the Noteholder”. . (c) The Collateral Agent Manager, on behalf of the Noteholder shall possess all rightIssuer, title may direct the Note Administrator to, and interest in upon such direction the Note Administrator shall, invest all funds on deposit from time to time in the Reinvestment Account in Eligible Investments designated by the Collateral Manager. All interest and other income from such investments shall be deposited in all proceeds thereofthe Reinvestment Account, any gain realized from such investments shall be credited to the Reinvestment Account, and any loss resulting from such investments shall be charged to the Reinvestment Account. The Note Administrator shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Reinvestment Account shall be under resulting from any loss relating to any such investment, except with respect to investments in obligations of the sole dominion and control Note Administrator. If the Note Administrator does not receive written investment instructions from an Authorized Officer of the Collateral Agent for the benefit of the Noteholder. IfManager, at any time, the Reinvestment Account ceases to be an Eligible Bank Account, the Collateral Agent shall within two Business Days establish a new Reinvestment Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Reinvestment Account and from the date such new Reinvestment Account is established, it shall be the “Reinvestment Account”. Amounts on deposit funds in the Reinvestment Account shall be invested in accordance with clause (vii) of the definition of “Eligible Investment”. (d) Amounts in the Reinvestment Account shall remain in the Reinvestment Account (or invested in Eligible Investments) until the earlier of (i) the time the Collateral Manager instructs the Note Administrator in writing to transfer any such amounts (or related Eligible Investments) to the Payment Account, (ii) the time the Collateral Manager notifies the Note Administrator in writing that such amounts (or related Eligible Investments) are to be applied to the acquisition of Reinvestment Mortgage Assets in accordance with Section 3.1 hereof12.2(a) and (iii) the later of (x) the first Business Day after the last day of the Reinvestment Period and (y) if after the last day of the Reinvestment Period, the last settlement date within 30 days of the last day of the Reinvestment Period with respect to any Committed Reinvestment Mortgage Asset. Deposits Upon receipt of notice pursuant to clause (i) above and on the date described in clause (iii) above, the Note Administrator shall transfer the applicable amounts (or related Eligible Investments) to the Payment Account, in each case for application on the next Payment Date pursuant to Section 11.1(a)(ii) as Principal Proceeds. (e) During the Reinvestment Period (and up to 30 days thereafter to the extent necessary to acquire any Committed Reinvestment Mortgage Assets using Principal Proceeds received during or after the Reinvestment Period), the Collateral Manager on behalf of the Issuer may by notice to the Note Administrator direct the Note Administrator to, and upon receipt of such notice the Note Administrator shall, reinvest amounts (and related Eligible Investments) credited to the Reinvestment Account in Mortgage Loans and Participations selected by the Collateral Manager as permitted under and in accordance with the requirements of Article 12 and such notice. The Note Administrator shall be made entitled to conclusively rely on such notice and shall not be required to make any determination as to whether any loans or participations satisfy the Eligibility Criteria or Future Advance Acquisition Criteria, as applicable, or whether an acquisition is in compliance with the Acquisition Criteria. (f) At any time during the Reinvestment Period, the Collateral Manager may direct that (i) the Servicer remit Principal Proceeds to the Note Administrator for deposit into the Reinvestment Account (including prior to a Payment Date) and (ii) the Note Administrator deposit such Principal Proceeds into the Reinvestment Account (which, for the avoidance of doubt, may be prior to a Payment Date); provided that the Collateral Manager has certified to the Note Administrator that (I) the Debt Protection Tests were satisfied as of the immediately preceding Payment Date and (II) the Collateral Manager reasonably expects the Debt Protection Tests to be satisfied on the immediately succeeding Payment Date. Any Principal Proceeds available for distribution in accordance with Section 3.4 hereof. Withdrawals and payments from 11.1(a)(ii) on the immediately succeeding Payment Date shall be reduced by the amount of any Principal Proceeds transferred to the Reinvestment Account shall be made in the following manner:accordance with this paragraph.

Reinvestment Account. The Noteholder and Collateral Agent may, at any time a Reinvestment Period (if any) is in effect, establish a single, segregated non-interest bearing account in the Note Issuer hereby direct and name “APA FINANCE III BORROWER, LLC Reinvestment Account, subject to the lien of the Collateral Agent xxxxxx agrees to cause to Agent”, which shall be established and maintained an account (designated as the “Reinvestment Account”) for ” and which shall be governed solely by the benefit terms of this Agreement and the NoteholderAccount Control Agreement. Pursuant to Section 2.2(d) and 3.4(xiv), the The Collateral Agent shall transfer 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 from at any time on deposit in, or otherwise to the Collection Account into credit of, the Reinvestment Account to be applied to purchase Subsequent Timeshare Loans in accordance with Section 4.2(a). The Reinvestment Account shall be an Eligible Bank Account initially established at the corporate trust department of the Collateral Agent, bearing the following designation “Stratstone/Bluegreen Secured Income Fund, LLC — Reinvestment Account, , as Collateral Agent for the benefit of the Noteholder”. The Collateral Agent on behalf of the Noteholder shall possess all right, title and interest in all funds on deposit from time to time in the Reinvestment Account and in all proceeds thereof. The Reinvestment Account shall be under the sole dominion and control of held by the Collateral Agent for the benefit of the NoteholderLenders (and the other Secured Parties). If, at any time, Upon receipt of Reinvestment Proceeds from the Reinvestment Account ceases to be an Eligible Bank AccountBorrower, the Collateral Agent shall within two Business Days establish a new deposit such Reinvestment Proceeds into the Reinvestment Account which (or a subaccount thereof). Upon direction by a Borrower Order, the Collateral Agent shall be an Eligible Bank Account, transfer any cash and/or any investments to such new apply Reinvestment Account and from the date such new Reinvestment Account is established, it shall be the “Reinvestment Account”. Amounts Proceeds on deposit in the Reinvestment Account solely towards Permitted Reinvestments (including Permitted Acquisitions, provided the requirements for Permitted Acquisitions set forth in this Agreement are satisfied) identified by the Borrower. If at any time any Reinvestment Proceeds become Uninvested Proceeds, the Borrower (or the Collateral Manager on its behalf) shall direct the Collateral Agent to transfer such Uninvested Proceeds for application towards the prepayment of the Loans pursuant to Section 2.03(b); provided that in the case of any Uninvested Proceeds arising from Extraordinary Receipts, the Borrower (or the Collateral Manager on its behalf) shall direct the Collateral Agent that 50% of such proceeds shall be invested transferred to the Collection Account for application in accordance with the Priority of Payments and the remaining 50% of such proceeds shall be transferred for application towards the prepayment of the Loans pursuant to Section 3.1 hereof2.03(b). Deposits By Borrower Order (which may be in the form of standing instructions), the Borrower may at any time direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all funds in the Reinvestment Account as so directed by the Borrower in Eligible Investments. Any income earned on amounts deposited in the Reinvestment Account will be deposited in the Collection Account as it is received. The Collateral Agent agrees to give the Borrower immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Reinvestment Account or any funds on deposit therein, or otherwise to the credit of the Reinvestment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Reinvestment Account shall remain at all times with an Eligible Account Bank. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Reinvestment Account shall be made in accordance with the provisions of this Section 3.4 hereof. Withdrawals and payments from the Reinvestment Account shall be made in the following manner:9.03(e).

Reinvestment Account. The Noteholder and Collateral Agent shall, on or prior to the Note Issuer hereby direct and Closing Date, establish a single, segregated non-interest bearing account in the name “APA Finance, LLC Reinvestment Account, subject to the lien of the Collateral Agent xxxxxx agrees to cause to Agent”, which shall be established and maintained an account (designated as the “Reinvestment Account”) for ” and which shall be governed solely by the benefit terms of this Agreement and the NoteholderAccount Control Agreement. Pursuant to Section 2.2(d) and 3.4(xiv), the The Collateral Agent shall transfer 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 from at any time on deposit in, or otherwise to the Collection Account into credit of, the Reinvestment Account to be applied to purchase Subsequent Timeshare Loans in accordance with Section 4.2(a). The Reinvestment Account shall be an Eligible Bank Account initially established at the corporate trust department of the Collateral Agent, bearing the following designation “Stratstone/Bluegreen Secured Income Fund, LLC — Reinvestment Account, , as Collateral Agent for the benefit of the Noteholder”. The Collateral Agent on behalf of the Noteholder shall possess all right, title and interest in all funds on deposit from time to time in the Reinvestment Account and in all proceeds thereof. The Reinvestment Account shall be under the sole dominion and control of held by the Collateral Agent for the benefit of the NoteholderLenders (and the other Secured Parties). If, at any time, Upon receipt of Reinvestment Proceeds from the Reinvestment Account ceases to be an Eligible Bank AccountBorrower, the Collateral Agent shall within two Business Days establish a new deposit such Reinvestment Proceeds into the Reinvestment Account which (or a subaccount thereof). Upon direction by a Borrower Order, the Collateral Agent shall be an Eligible Bank Account, transfer any cash and/or any investments to such new apply Reinvestment Account and from the date such new Reinvestment Account is established, it shall be the “Reinvestment Account”. Amounts Proceeds on deposit in the Reinvestment Account solely towards Permitted Reinvestments identified by the Borrower. If at any time any Reinvestment Proceeds become Uninvested Proceeds, the Borrower (or the Collateral Manager on its behalf) shall direct the Collateral Agent to transfer such Uninvested Proceeds for application towards the prepayment of the Loans pursuant to Section 2.03(b); provided that in the case of any Uninvested Proceeds arising from Extraordinary Receipts, the Borrower (or the Collateral Manager on its behalf) shall direct the Collateral Agent that 50% of such proceeds shall be invested transferred to the Collection Account for application in accordance with the Priority of Payments and the remaining 50% of such proceeds shall be transferred for application towards the prepayment of the Loans pursuant to Section 3.1 hereof2.03(b). Deposits By Borrower Order (which may be in the form of standing instructions), the Borrower may at any time direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all funds in the Reinvestment Account as so directed by the Borrower in Eligible Investments. Any income earned on amounts deposited in the Reinvestment Account will be deposited in the Collection Account as it is received. The Collateral Agent agrees to give the Borrower immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Reinvestment Account or any funds on deposit therein, or otherwise to the credit of the Reinvestment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Reinvestment Account shall remain at all times with an Eligible Account Bank. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Reinvestment Account shall be made in accordance with the provisions of this Section 3.4 hereof. Withdrawals and payments from the Reinvestment Account shall be made in the following manner:9.03(e).