Common use of Expense Account Clause in Contracts

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall shall, prior to the Closing Date establish Date, cause to be established by the Custodian a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust single, segregated non-interest bearing securities account in the name of the Trustee Issuer, subject to the security interest of State Street Bank and Trust Company, as Trustee, for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, which shall be designated as the Expense Account Account, which shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to maintained with the Loan Obligation Manager under Custodian in accordance with the Loan Obligation Management Issuer Account Control Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates a portion of the proceeds of the Notes in an amount equal to U.S.$270,275 shall deposit be deposited into the Expense Account an amount equal for use pursuant to U.S.$200,000this Section 10.3(c). On or after any Business Day from and including the first Payment Closing Date, any amount remaining the Trustee shall apply funds from the Expense Account, as directed by the Collateral Manager, (A) to pay expenses of the Issuer incurred in connection with the establishment of the Issuer and the structuring and consummation of the Offering and the issuance of the Notes and (B) from time to time to pay accrued and unpaid Administrative Expenses of the Issuer. All funds on deposit in the Expense Account may, will be invested in Eligible Investments at the election direction of the Loan Obligation Manager Collateral Manager. Any income earned on amounts deposited in the Expense Account will be designated as Interest Proceedsdeposited in the Expense Account upon receipt thereof. On All amounts remaining on deposit in the date on which all or Expense Account at the time when substantially all of the Issuer’s assets of the Issuer have been sold or otherwise disposed ofof will be deposited by the Trustee into the Principal Collection Subaccount for application as Principal Collections on the immediately succeeding Payment Date. If on any date the Trustee obtains knowledge (or is notified by the Collateral Manager or the Valuation Agent) that the aggregate Administrative Expenses payable at any time during a Monthly Period exceeds, or will exceed, the Issuer by Issuer Order executed by an Authorized Officer sum of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital Cash and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and any loss resulting from such investments the Sole Shareholder and the Sole Shareholder shall be charged required, pursuant to the Issuer Contribution Agreement and within one Business Day of such notification, to make a capital contribution to the Issuer in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. The Trustee shall not in any way be held liable (except as a result In connection with the application of negligence, willful misconduct or bad faith) by reason of any insufficiency of such funds from the Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations pay Administrative Expenses of the Trustee or any Affiliate thereof. If Issuer, as the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Managercase may be, in accordance with this Section 10.3(c), the Trustee shall invest funds received remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the Expense Account form of standing instructions, including standing instructions to pay Administrative Expenses in Eligible Investments such amounts on any Payment Date and to such entities as indicated in the Payment Date Report in respect of such Payment Date) delivered to the type described in clause (ii) Trustee no later than the Business Day prior to the date of the definition theretopayment of such Administrative Expense.

Expense Account. (a) The In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall shall, prior to the Closing Date establish Date, cause to be established by the Custodian a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust single, segregated non-interest bearing securities account in the name of the Trustee Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Expense Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The only permitted withdrawal From time to time after the Amendment and Restatement Date, Required Expense Equity Contributions contributed by the Sole Shareholder to the Issuer pursuant to the Issuer Contribution Agreement as a result of a Expense Contribution Event (as defined in the Issuer Contribution Agreement) shall be deposited into the Expense Account for use pursuant to this Section 10.3(c), at the times and in the amounts set forth in Section 2 of the Issuer Contribution Agreement. On any Business Day from or application and including the Closing Date, the Trustee shall apply funds from the Expense Account, as directed by the Collateral Manager, (A) to pay expenses of the Issuer incurred in connection with the establishment of the Issuer and the structuring and consummation of the Offering and the issuance of the Notes and (B) from time to time to pay accrued and unpaid Administrative Expenses of the Issuer. All funds on deposit in, in the Expense Account will be invested in Eligible Investments at the direction of the Collateral Manager. Any income earned on amounts deposited in the Expense Account will be deposited in the Expense Account upon receipt thereof. All amounts remaining on deposit in the Expense Account at the time when substantially all of the assets of the Issuer have been sold or otherwise disposed of will be deposited by the Trustee into the Principal Collection Subaccount for application as Principal Collections on the immediately succeeding Payment Date. For the avoidance of doubt, no amount standing to the credit of, of the Expense Account shall may be transferred to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or until substantially all of the Issuer’s assets of the Issuer have been sold or otherwise disposed of. If on any date the Trustee obtains knowledge (or is notified by the Collateral Manager or the Valuation Agent) that the aggregate Administrative Expenses payable at any time during a Monthly Period exceeds, or will exceed, the Issuer by Issuer Order executed by an Authorized Officer sum of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital Cash and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and any loss resulting from such investments the Sole Shareholder and the Sole Shareholder shall be charged required, pursuant to the Issuer Contribution Agreement and within one Business Day of such notification, to make a Required Expense Equity Contribution to the Issuer and the Trustee shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such to deposit into the Expense Account resulting from any loss relating all Required Expense Equity Contribution amounts received by the Issuer pursuant to any such investment, except with respect to investments in obligations Section 2 of the Trustee or any Affiliate thereofIssuer Contribution Agreement. If In connection with the Trustee does not receive investment instructions application of funds from an Authorized Officer the Expense Account to pay Administrative Expenses of the Loan Obligation ManagerIssuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall invest funds received remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the Expense Account form of standing instructions, including standing instructions to pay Administrative Expenses in Eligible Investments such amounts on any Payment Date and to such entities as indicated in the Payment Date Report in respect of such Payment Date) delivered to the type described in clause (ii) Trustee no later than the Business Day prior to the date of the definition theretopayment of such Administrative Expense.

Expense Account. (a) The In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall shall, prior to the Closing Date establish Signing Date, cause to be established by the Custodian a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust single, segregated non-interest bearing securities account in the name of the Trustee Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Expense Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The only permitted withdrawal From time to time after the Signing Date, Required Expense Equity Contributions contributed by the Sole Shareholder to the Issuer pursuant to the Issuer Sale and Contribution Agreement as a result of an Expense Contribution Event (as defined in the Issuer Sale and Contribution Agreement) shall be deposited into the Expense Account for use pursuant to this Section 10.3(c), at the times and in the amounts set forth in Section 2 of the Issuer Sale and Contribution Agreement. On any Business Day from or application and including the Signing Date, the Trustee shall apply funds from the Expense Account, as directed by the Collateral Manager, (A) to pay expenses of the Issuer incurred in connection with the establishment of the Issuer and the structuring and consummation of the Offering and the issuance and subsequent funding of the Notes and (B) from time to time to pay accrued and unpaid Administrative Expenses of the Issuer, in the order set forth in the definition of Administrative Expenses. All funds on deposit in, in the Expense Account will be invested in Eligible Investments at the direction of the Collateral Manager. Any income earned on amounts deposited in the Expense Account will be deposited in the Expense Account upon receipt thereof. All amounts remaining on deposit in the Expense Account at the time when substantially all of the assets of the Issuer have been sold or otherwise disposed of will be deposited by the Trustee into the Collection Account on the immediately succeeding Payment Date. For the avoidance of doubt, no amount standing to the credit of, of the Expense Account shall may be transferred to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or until substantially all of the Issuer’s assets of the Issuer have been sold or otherwise disposed of. If on any date the Trustee obtains knowledge (or is notified by the Collateral Manager or the Valuation Agent) that the aggregate Administrative Expenses payable at any time during a Quarterly Period exceeds, or will exceed, the Issuer by Issuer Order executed by an Authorized Officer sum of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital Cash and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and any loss resulting from such investments the Sole Shareholder and the Sole Shareholder shall be charged required, pursuant to the Issuer Sale and Contribution Agreement and within such time and in such manner as required under the Issuer Sale and Contribution Agreement of such notification, to make a Required Expense Equity Contribution to the Issuer and the Trustee shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such to deposit into the Expense Account resulting from any loss relating all Required Expense Equity Contribution amounts received by the Issuer pursuant to any such investment, except with respect to investments in obligations Section 2 of the Trustee or any Affiliate thereofIssuer Sale and Contribution Agreement. If In connection with the Trustee does not receive investment instructions application of funds from an Authorized Officer the Expense Account to pay Administrative Expenses of the Loan Obligation ManagerIssuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall invest funds received remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the Expense Account form of standing instructions, including standing instructions to pay Administrative Expenses in Eligible Investments such amounts on any Payment Date and to such entities as indicated in the Payment Date Report in respect of such Payment Date) delivered to the type described in clause (ii) Trustee no later than the Business Day prior to the date of the definition theretopayment of such Administrative Expense.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary segregated trust account which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), ) accrued and unpaid Company Administrative Expenses of the Issuer and the Co-Issuer (other than accrued and unpaid expenses and indemnities the Collateral Management Fee, but including other amounts payable by the Issuer to the Loan Obligation Collateral Manager under the Loan Obligation Collateral Management AgreementAgreement or hereunder); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates the Trustee shall deposit into the Expense Account an amount equal to U.S.$200,000U.S.$50,000 from the net proceeds received by the Issuer on such date from the initial issuance of the Securities. Funds in the Expense Account shall be replenished on each Payment Date, if necessary, in accordance with the Priority of Payments. On or after the first Payment Effective Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager Collateral Manager, be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Collateral Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx Amounts credited to the Expense Account may shall be applied (i) on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the NotesSenior Notes and (ii) on the first Payment Date, to the extent the balance of the Expense Account exceeds U.S.$50,000 on the related Determination Date, at the election of the Collateral Manager (such election to be exercised by direction to the Trustee given not later than such Determination Date), transferred to the Payment Account and applied as Interest Proceeds. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or of a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating by each Rating Agency at least equal to “A+” or “Baa1,” by Xxxxx’x as applicable. The Expense Account may be a subaccount of other accounts hereunder and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (may consist of one or higher) rating by any two other NRSROs (which may include Xxxxx’x))more subaccounts. (dc) The Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee shall may invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000U.S.$125,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (1014) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)A” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall shall, prior to the Closing Date establish Date, cause to be established by the Custodian a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust single, segregated non-interest bearing securities account in the name of the Trustee Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, which shall be designated as the Expense Account Account, which shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to maintained with the Loan Obligation Manager under Custodian in accordance with the Loan Obligation Management Issuer Account Control Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates a portion of the proceeds of the Notes in an amount equal to U.S.$270,275 shall deposit be deposited into the Expense Account an amount equal for use pursuant to U.S.$200,000this Section 10.3(c). On or after any Business Day from and including the first Payment Closing Date, any amount remaining the Trustee shall apply funds from the Expense Account, as directed by the Collateral Manager, (A) to pay expenses of the Issuer incurred in connection with the establishment of the Issuer and the structuring and consummation of the Offering and the issuance of the Notes and (B) from time to time to pay accrued and unpaid Administrative Expenses of the Issuer. All funds on deposit in the Expense Account may, will be invested in Eligible Investments at the election direction of the Loan Obligation Manager Collateral Manager. Any income earned on amounts deposited in the Expense Account will be designated as Interest Proceedsdeposited in the Expense Account upon receipt thereof. On All amounts remaining on deposit in the date on which all or Expense Account at the time when substantially all of the Issuer’s assets of the Issuer have been sold or otherwise disposed of will be deposited by the Trustee into the Principal Collection Subaccount for application as Principal Collections on the immediately succeeding Payment Date. For the avoidance of doubt, no amount standing to the credit of the Expense Account may be transferred to any other Account until substantially all of the assets of the Issuer have been sold or otherwise disposed of. If on any date the Trustee obtains knowledge (or is notified by the Collateral Manager or the Valuation Agent) that the aggregate Administrative Expenses payable at any time during a Monthly Period exceeds, or will exceed, the Issuer by Issuer Order executed by an Authorized Officer sum of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital Cash and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and any loss resulting from such investments the Sole Shareholder and the Sole Shareholder shall be charged required, pursuant to the Issuer Contribution Agreement and within one Business Day of such notification, to make a capital contribution to the Issuer in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such to deposit into the Expense Account resulting from any loss relating all amounts received by the Issuer pursuant to any such investment, except with respect to investments in obligations Section 2 of the Trustee or any Affiliate thereofIssuer Contribution Agreement. If In connection with the Trustee does not receive investment instructions application of funds from an Authorized Officer the Expense Account to pay Administrative Expenses of the Loan Obligation ManagerIssuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall invest funds received remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the Expense Account form of standing instructions, including standing instructions to pay Administrative Expenses in Eligible Investments such amounts on any Payment Date and to such entities as indicated in the Payment Date Report in respect of such Payment Date) delivered to the type described in clause (ii) Trustee no later than the Business Day prior to the date of the definition theretopayment of such Administrative Expense.

Expense Account. The Mortgagor agrees to the following pro- --------------- visions with respect to the Expense Account. 6.02.1 Upon written request of the Mortgagee, the Mortgagor will pay to the Mortgagee monthly installments, each of which shall be equal to one-twelfth (1/12th) of the sum of (a) The Trustee shall prior the estimated annual premiums for all insurance policies required by Sections 8.01 and 8.02, and (b) the estimated annual Taxes pertaining to the Closing Date establish a Securities Property, to be held by the Mortgagee in the Expense Account with and disbursed by the Custodial Securities Intermediary which Mort- gagee to pay insurance premiums as they become due, and the Taxes before any penalty or interest shall accrue thereon. Estimates are to be made solely by the Mortgagee and payments shall be made on the day of the month designated as by the “Expense Account” which Mortgagee. No interest shall be held in trust in payable by the name of Mortgagee on the Trustee for the benefit of the Secured Parties. The Expense Account unless, and then only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit ofextent that, applicable law shall otherwise require. All over- payments to the Expense Account shall be applied to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable reduce future payments to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee Expense Account, if any, or shall be entitled (but not required) without liability on its partreturned to the Mortgagor, to refrain from making any such payment at the sole discretion of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority Mortgagee. 6.02.2 Upon the request of Paymentsthe Mortgagee, the payment of Mortgagor shall pay such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit additional sums into the Expense Account an amount equal as the Mortgagee determines are necessary, so that one month prior to U.S.$200,000. On the date the Mortgagee is required to make payments of insurance premiums, or after Taxes, as the first Payment Datecase may be, any amount remaining payments can be made therefor out of the Expense Account. 6.02.3 The Mortgagor hereby grants the Mortgagee a security interest in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts sums on deposit in the Expense Account to secure the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to obligations secured hereby, and upon the occurrence of an Event of Default, the Mortgagee may, unless prohibited by applicable law, apply the balance of the Expense Account may be applied on to operate the Property or prior to satisfy the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, Mortgagor's obligations under the Loan Obligation Manager Documents, as the Mortgagee may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Accountelect. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other No later than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or the Trustee will establish with itself in its Affiliates trust department a trust account, which shall not be interest-bearing, titled "The Money Store Residential Trust Expense Account 1997-II" (the "Expense Account"). The Trustee shall deposit into the applicable Expense Account: (i) on each Remittance Date from the amounts on deposit in the Note Distribution Account an amount equal to U.S.$200,000. On or after one-twelfth of that portion of the first Payment DateAnnual Expense Escrow Amount relating to the Loans, any amount remaining subject to the provisions of Section 7.05(d); and (ii) upon receipt, amounts required to be paid by the Servicer pursuant to Section 7.08(e) in connection with losses on investments of amounts in the Expense Account mayAccount. If, at any time the election aggregate amount then on deposit in the Expense Accounts shall be insufficient to pay in full the fees and expenses of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed ofTrustee, the Issuer by Issuer Order executed by an Authorized Officer of Co-Trustee and the Loan Obligation Manager shall direct the Owner Trustee to, and, upon receipt of such Issuer Orderthen due, the Trustee shallshall make demand on the Servicer to advance the amount of such insufficiency, transfer all and the Servicer shall promptly advance such amount to the Trustee for deposit in the Expense Account. Thereafter, the Servicer shall be entitled to reimbursement from the Expense Account for the amount of any such advance from any excess funds available pursuant to subclause (c)(ii) below. Without limiting the obligation of the Servicer to advance such insufficiency, in the event the Servicer does not advance the full amount of such insufficiency by the Business Day immediately preceding the Determination Date, the amount of such insufficiency shall be deposited into the Expense Account for payment to the Trustee, the Co-Trustee or the Owner Trustee, as the case may be, pursuant to Section 7.05(d)(i), to the extent of available funds in the Note Distribution Account. (b) The Trustee may invest amounts on deposit in the Expense Account to the Interest Collection Account for application in Permitted Instruments pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to 7.08 hereof, and the Trustee shall withdraw amounts on deposit in the Expense Account may be applied to: (i) pay the Trustee's, Co-Trustee's and Owner Trustee's fees and expenses as described in Section 2.06 hereof; (ii) pay on or prior a monthly basis to the Determination Date preceding Servicer as additional servicing compensation interest paid and earnings realized on Permitted Instruments; (iii) to withdraw any amounts not required to be deposited in the first Payment Date Expense Account or deposited therein in error; and (iv) to pay amounts due in connection with clear and terminate the offering Expense Account upon the termination of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (Trust in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of accordance with Section 11.1(a)(i) for deposit into the Expense Account11.01 hereof. (c) The On the twelfth Remittance Date following the Closing Date, and on each twelfth Remittance Date thereafter, the Trustee agrees shall determine that all payments required to give be made during the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit thereinprior twelve month period pursuant to subclauses (b)(i), or otherwise to the credit of the Expense Account(b)(ii) and (b)(iii) above, shall become subject to any writhave been made, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (orand, if not rated by DBRSall such payments have been made, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of from the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited amounts remaining in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received (in the following order of priority): (i) reimburse the Servicer and/or the Representative, for reimbursable advances made pursuant to Section 9.01; (ii) reimburse the Servicer for advances made by it pursuant to the last paragraph of subclause (a) above; and (iii) remit to the Servicer as additional servicing compensation any amounts remaining in the Expense Account in Eligible Investments of the type described in clause after payments made pursuant to subclauses (iib)(i), (b)(ii), (b)(iii), (c)(i) of the definition theretoand (c)(ii), above.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary single, segregated trust account which shall be designated as the “"Expense Account” " which shall be held in trust in the name of the Trustee for the benefit of the Secured PartiesNoteholders and each Hedge Counterparty. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), ) accrued and unpaid Company Administrative Expenses of the Issuer and the Co-Issuer (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Collateral Manager under the Loan Obligation Collateral Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates the Trustee shall deposit into the Expense Account an amount equal to U.S.$200,000approximately U.S.$500,000 from the net proceeds received by the Issuer on such date from the initial issuance of the Notes. On or after the first Payment Date, any amount remaining Funds in the Expense Account mayshall be replenished on each Payment Date, at if necessary, in accordance with the election Priority of the Loan Obligation Manager be designated as Interest ProceedsPayments. On the date on which all or substantially all of the Issuer’s 's assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Collateral Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx Amounts credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or of a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating by each Rating Agency at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent ("BBB+" or higher) rating by any two other NRSROs (which may include Xxxxx’x))its "A2," as applicable. (dc) The Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee shall may invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to On or before the Closing Date Date, the Borrower shall establish a Securities Account and maintain with the Custodial Securities Intermediary Collateral Agent a master expense account (which shall not itself be a separate account) (the "Expense Account") comprised of two separate accounts, each of which shall be designated an Eligible Account and shall have the same title as the “Expense Account” which shall be held in trust in the name of the Trustee Collection Account for the benefit of the Secured PartiesLenders until the Loan is paid in full. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account two accounts shall be to pay designated the Basic Carrying Costs Account (on any day other than a Payment Datethe "Basic Carrying Costs Account") and the Other Property Expenses Account (the "Other Property Expenses Account"), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates the initial Lender shall deposit into out of the Expense Account Loan proceeds $122,990.27 in the Basic Carrying Costs Sub-Account. Prior to each Payment Date, the Borrower shall instruct the Collateral Agent in the Payment Date Statement to deposit from the Collection Account, an amount equal to U.S.$200,000the Basic Carrying Costs portion of Monthly Property Expenses in the Basic Carrying Costs Account (which shall equal $32,851.76 unless agreed otherwise by the Agent and the Borrower) and the remainder of the Monthly Property Expenses in the Other Property Expenses Account. On Any and all Moneys remitted to the Expense Account together with any Permitted Investments in which such Moneys are or after will be invested or reinvested during the first Payment Dateterms of this Agreement, any amount remaining shall be held in the Expense Account mayand as long as no Event of Default shall have occurred and be continuing, at shall be withdrawn from the election applicable account of the Loan Obligation Manager be designated as Interest Proceeds. On Expense Account by the date on which all or substantially all Collateral Agent within three (3) Business Days of written request of the Issuer’s assets Borrower delivered to Agent and Collateral Agent together with documentation and other evidence (including invoices) with respect to the Basic Carrying Costs or, upon request of the Agent, other Property Expenses towards which such funds are to be applied. Provided that the Agent shall not have been sold or otherwise disposed ofnotified the Collateral Agent of any objection within two (2) Business Days of Borrower's delivery of such request to Agent and Collateral Agent, the Issuer by Issuer Order executed by an Authorized Officer Collateral Agent shall pay or reimburse the Borrower for (i) any Basic Carrying Costs (in the case of the Loan Obligation Manager shall direct Basic Carrying Costs Account) or any other Property Expenses (in the Trustee tocase of the Other Property Expenses Account) shown on the Operating Budget, andin each case currently due to be paid and not previously paid or reimbursed and (ii) any Property Expenses not shown on the Operating Budget but reasonably approved by the Agent in writing for payment or reimbursement. In the event the Borrower satisfies the outstanding Indebtedness in full, the Lenders and the Collateral Agent (upon receipt of such Issuer Order, written notice thereof from the Trustee shall, transfer Agent) shall release any and all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to Borrower on the Expense Account may be applied Business Day on or prior to which the Determination Date preceding Borrower repays the first Payment Date to pay amounts due outstanding Indebtedness in connection with the offering of the Notesfull. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary single, segregated trust account which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured PartiesNoteholders and each Hedge Counterparty. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), ) accrued and unpaid Company Administrative Expenses of the Issuer and the Co-Issuer (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Collateral Manager under the Loan Obligation Collateral Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates the Trustee shall deposit into the Expense Account an amount equal to U.S.$200,000approximately U.S.$10,812,796 from the net proceeds received by the Issuer on such date from the initial issuance of the Notes. Funds in the Expense Account shall be replenished on each Payment Date, if necessary, in accordance with the Priority of Payments. On or after the first Payment Effective Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Collateral Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Collateral Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx Amounts credited to the Expense Account may will (a) be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the NotesNotes and (b) on the first Payment Date, to the extent the balance of the Expense Account exceeds $50,000 on the related Determination Date, be transferred to the Payment Account and applied as Interest Proceeds. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or of a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating by each Rating Agency at least equal to “A-” or “Baa1,” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x))as applicable. (dc) The Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee shall may invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary single, segregated trust account which shall be designated as the “"Expense Account” " which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), ) (i) accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Collateral Manager under the Loan Obligation Collateral Management Agreement); provided that ) and (ii) amounts representing accrued interest in connection with the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment purchase by the Issuer during the Ramp Up Period of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment DateCollateral Debt Securities. On the Closing Date, Arbor Parent or its Affiliates the Trustee shall deposit into the Expense Account an amount equal to U.S.$200,000$976,869.50 from the net proceeds received by the Issuer on such date from the initial issuance of the Securities. On or after the first Payment Effective Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Collateral Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s 's assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Collateral Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx Amounts credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating by each Rating Agency at least equal to “"A-" or "Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x))," as applicable. (dc) The Loan Obligation Collateral Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)A” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary single, segregated trust account which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account into which shall be to pay (on any day other than a Payment Date)deposited the amounts, accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its partif any, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, identified by the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts for deposit therein pursuant to Section 11.1(a)(6). (b) Amounts on deposit in the Expense Account shall (i) be withdrawn and disbursed to pay Administrative Expenses as directed by the Issuer on any Business Day other than a Payment Date but in any event no more than three times per month or (ii) be transferred by the Trustee to the Interest Collection Account for application pursuant to Section 11.1(a)(ias “Collections” at the direction of the Issuer on any Business Day; provided that any direction in accordance with clause (ii) as Interest Proceeds. Xxxxxxx credited to will be given by the Expense Account may be applied Issuer on or prior to before the Determination Date preceding for the first Payment Date to pay on which such amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Accountwill be distributed as Collections. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation ManagerIssuer. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. Notwithstanding the foregoing, if (i) an Event of Default has occurred and has not been waived or (ii) the Trustee does not receive investment instructions from the Issuer, then, in each case, the Trustee shall invest funds in the Expense Account in Eligible Investments of the type described in clause (iv) of the definition thereof. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations investment made at the direction of the Issuer or in accordance with the immediately preceding sentence. (d) The Issuer and Trustee or any Affiliate thereof. If each acknowledge that the Trustee does not receive investment instructions from an Authorized Officer regulations of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments Comptroller of the type described in clause (ii) Currency grant the Issuer the right to receive brokerage confirmations of security transactions as they occur. The Issuer specifically waives such notification to the definition theretoextent permitted by law and acknowledges that the Issuer shall receive periodic cash transaction statements, which shall detail all applicable transactions.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other No later than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or the Trustee will establish with itself in its Affiliates trust department a trust account, which shall not be interest-bearing, titled "The Money Store Residential Trust Expense Account 1998-I" (the "Expense Account"). The Trustee shall deposit into the applicable Expense Account: (i) on each Remittance Date from the amounts on deposit in the Note Distribution Account an amount equal to U.S.$200,000. On or after one-twelfth of that portion of the first Payment DateAnnual Expense Escrow Amount relating to the Loans, any amount remaining subject to the provisions of Section 7.05(d); and (ii) upon receipt, amounts required to be paid by the Servicer pursuant to Section 7.08(e) in connection with losses on investments of amounts in the Expense Account mayAccount. If, at any time the election aggregate amount then on deposit in the Expense Accounts shall be insufficient to pay in full the fees and expenses of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed ofTrustee, the Issuer by Issuer Order executed by an Authorized Officer of Co-Trustee and the Loan Obligation Manager shall direct the Owner Trustee to, and, upon receipt of such Issuer Orderthen due, the Trustee shallshall make demand on the Servicer to advance the amount of such insufficiency, transfer all and the Servicer shall promptly advance such amount to the Trustee for deposit in the Expense Account. Thereafter, the Servicer shall be entitled to reimbursement from the Expense Account for the amount of any such advance from any excess funds available pursuant to subclause (c)(ii) below. Without limiting the obligation of the Servicer to advance such insufficiency, in the event the Servicer does not advance the full amount of such insufficiency by the Business Day immediately preceding the Determination Date, the amount of such insufficiency shall be deposited into the Expense Account for payment to the Trustee, the Co- Trustee or the Owner Trustee, as the case may be, pursuant to Section 7.05(d)(i), to the extent of available funds in the Note Distribution Account. (b) The Trustee may invest amounts on deposit in the Expense Account to the Interest Collection Account for application in Permitted Instruments pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to 7.08 hereof, and the Trustee shall withdraw amounts on deposit in the Expense Account may be applied to: (i) pay the Trustee's, Co-Trustee's and Owner Trustee's fees and expenses as described in Section 2.06 hereof; (ii) pay on or prior a monthly basis to the Determination Date preceding Servicer as additional servicing compensation interest paid and earnings realized on Permitted Instruments; (iii) to withdraw any amounts not required to be deposited in the first Payment Date Expense Account or deposited therein in error; and (iv) to pay amounts due in connection with clear and terminate the offering Expense Account upon the termination of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (Trust in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of accordance with Section 11.1(a)(i) for deposit into the Expense Account11.01 hereof. (c) The On the twelfth Remittance Date following the Closing Date, and on each twelfth Remittance Date thereafter, the Trustee agrees shall determine that all payments required to give be made during the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit thereinprior twelve month period pursuant to subclauses (b)(i), or otherwise to the credit of the Expense Account(b)(ii) and (b)(iii) above, shall become subject to any writhave been made, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (orand, if not rated by DBRSall such payments have been made, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of from the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited amounts remaining in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received (in the following order of priority): (i) reimburse the Servicer and/or the Representative, for reimbursable advances made pursuant to Section 9.01; (ii) reimburse the Servicer for advances made by it pursuant to the last paragraph of subclause (a) above; and (iii) remit to the Servicer as additional servicing compensation any amounts remaining in the Expense Account in Eligible Investments of the type described in clause after payments made pursuant to subclauses (iib)(i), (b)(ii), (b)(iii), (c)(i) of the definition theretoand (c)(ii), above.

Expense Account. (a) The Trustee shall prior Each of the Borrowers and each other Loan Party acknowledges and confirms that, on or before the date hereof and pursuant to the Closing Date establish terms of this Agreement, Xxxxx Timberland has established and will maintain a Securities deposit account at the Domestic Account with Bank for the Custodial Securities Intermediary which shall be designated benefit of the Administrative Agent, as first priority secured party for the benefit of the Lender Parties, to serve as the “Expense Account” which (said account, and any account replacing the same in accordance with this Agreement, the “Expense Account”). By 11:00 a.m. on each Receipt Waterfall Date, funds on deposit in the Revenue Account shall be held in trust used to fund the Expense Account to an amount sufficient to cover all ordinary course operating expenses for the immediately following month as set forth in the name most recently approved operating budget. Xxxxx Timberland agrees to apply all amounts in the Expense Account exclusively to the payment of such ordinary course operating expenses. Xxxxx Timberland and the other Loan Parties acknowledge that the Domestic Account Bank may comply with instructions originated by the Administrative Agent without further consent by Xxxxx Timberland or any of the Trustee other Loan Parties. Funds which are deposited in the Expense Account may at the direction of Xxxxx Timberland, if no Default or Event of Default has occurred and is continuing, be invested in one or more Cash Equivalent Investments; provided, that under no circumstances shall the Lender Parties be liable for any losses that may be incurred by Xxxxx Timberland in the making of any such Cash Equivalent Investments. (b) To secure the full and punctual payment and performance of all the Obligations, Xxxxx Timberland hereby grants to the Administrative Agent, for the benefit of the Secured Lender Parties. The only permitted withdrawal from or application , a first priority continuing security interest in and to all of funds on deposit Xxxxx Timberland’s right, title and interest in, to and under the following property, whether now owned or otherwise standing to existing or hereafter acquired or arising and regardless of where located (all of the credit ofsame, collectively, the “Expense Account shall be to pay Collateral”): (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not requiredi) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the The Expense Account an amount equal and all cash, checks, drafts, certificates and instruments, if any, from time to U.S.$200,000. On time deposited or after the first Payment Date, any amount remaining held in the Expense Account mayAccount, at including, without limitation, all deposits or wire transfers made to the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer Expense Account; (ii) any and all amounts on deposit in the Expense Account that are invested in Cash Equivalent Investments; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. extent not covered by clauses (a), (b) On each Payment Dateor (c), all “proceeds” (as defined under the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10U.C.C.) of Section 11.1(a)(i) any or all of the foregoing. The Administrative Agent and the Domestic Account Bank, as agent for deposit into the Expense AccountAdministrative Agent on behalf of the Lender Parties, shall have with respect to the foregoing collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a secured party under the U.C.C., as if such rights and remedies were fully set forth herein. (c) The Trustee agrees In addition to give the Issuer immediate notice rights and remedies provided in Article VIII and elsewhere herein, if it becomes aware that any Event of Default has occurred and is continuing, the Administrative Agent shall have all rights and remedies pertaining to the Expense Account or Collateral as are provided for in any funds on deposit therein, or otherwise to the credit of the Expense AccountLoan Documents, shall become subject to any writthe U.C.C. and other applicable Law. Without limiting the foregoing, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain upon and at all times with after the Corporate Trust Office or a financial institution having capital occurrence and surplus during the continuance of at least U.S.$200,000,000 any Event of Default, the Administrative Agent in its sole and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (orabsolute discretion, if not rated by DBRS, an equivalent may use the Expense Account Collateral (or higherany portion thereof) rating by for any two other NRSROs purpose, including but not limited to any combination of the following: (which may include Xxxxx’x))i) payment of any of the Obligations, in the order set forth in Section 8.7; provided, that such application of funds shall not cure or be deemed to cure any Default or Event of Default but shall reduce the Obligations to the extent of any such repayment; and (ii) reimbursement of the Administrative Agent or any Lender for any losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default. (d) The Xxxxx Timberland and each other Loan Obligation ManagerParty hereby irrevocably constitute and appoint the Administrative Agent (and its agents and designees) as such Person’s true and lawful attorney-in-fact, coupled with an interest and with full power of substitution, to execute, acknowledge and deliver at any time any instruments and to exercise and enforce every right, power, remedy, option and privilege of Xxxxx Timberland with respect to the Expense Account Collateral, and do in the name, place and stead of Xxxxx Timberland, all such acts, things and deeds for and on behalf of and in the Issuername of Xxxxx Timberland, which Xxxxx Timberland is required to do hereunder or under the other Loan Documents, or which the Domestic Account Bank or the Administrative Agent (or its agents or designees) may direct deem necessary or desirable, to more fully vest the Trustee to, in the Administrative Agent (or its agents or designees) the rights and upon such direction remedies provided for in this Section. The foregoing powers of attorney are irrevocable and coupled with an interest. Such authority in favor of the Trustee shall, invest all funds Administrative Agent (and its agents and designees) pursuant to this Section shall include the right to (i) take control in any manner of any item of payment in respect of the Expense Account Collateral or otherwise received in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited or for deposit in the Expense Account, (ii) have access to any gain realized lockbox or postal box into which remittances from such investments shall be credited to account debtors or other obligors in respect of account receivables or other proceeds of Expense Account Collateral are sent or received, (iii) endorse Xxxxx Timberland’s name upon any items of payment in respect of account receivables or constituting Expense Account Collateral or otherwise received by the Administrative Agent (or its agents or designees) or any Lender and deposit the same in Expense Account, (iv) endorse Xxxxx Timberland’s name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any account receivable or any goods pertaining thereto or any other Expense Account Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (e) sign Xxxxx Timberland’s name on any loss resulting verification of account receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. Xxxxx Timberland hereby releases the Administrative Agent (or its agents or designees) and the Lenders and their respective officers, employees and designees from such investments shall be charged to the Expense Account. The Trustee shall not any liabilities arising from any act or acts under this power of attorney and in any way be held liable (furtherance thereof, whether of omission or commission, except as a result of negligence, any such Person’s or any Lender’s own gross negligence or willful misconduct or bad faith) by reason as determined pursuant to a final non-appealable order of any insufficiency a court of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition theretocompetent jurisdiction.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (109) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Indenture Trustee shall prior to establish and maintain with itself a separate trust account (the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “"Expense Account” which shall be held ") entitled "First Union National Bank as Indenture Trustee, in trust in for (A) the name registered holders of the Trustee for the benefit of the Secured Parties. HomeGold Home Equity Loan Trust 1999-1 Asset Backed Notes, Series 1999-1, and (B) Financial Security Assurance Inc., Expense Account." The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to pay this Agreement. (on any day other than a b) On the Business Day immediately preceding each Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Indenture Trustee shall be entitled (but not required) without liability on its part, to refrain withdraw from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall Distribution Account and deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election product of (i) l/12 of the Loan Obligation Manager be designated as Interest Proceeds. On Insurer Premium Rate and (ii) the date on which all or substantially all Class A Note Principal Balance after giving effect to distributions of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 principal on such Payment Date) . Such amount so withdrawn from the Distribution Account shall reduce the Available Distribution Amount for each Group pro rata, based upon the relative proportions of the Class A-1 Note Principal Balance and the Class A-2 Note Principal Balance to the total Class A Note Principal Balance (in such case after application giving effect to distributions of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Accountprincipal on such Payment Date). (c) The Indenture Trustee agrees to give the Issuer immediate notice if it becomes aware that shall make withdrawals from the Expense Account or any funds to pay the Insurer Premium on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x))each Payment Date. (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds Funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited invested in Permitted Investments, at the direction of the Servicer, in accordance with Section 8.12 hereof. The Indenture Trustee shall give notice to the Issuer, the Servicer and the Insurer of the location of the Expense AccountAccount on the Closing Date and prior to any change thereof. (e) Upon payment in full of the principal of and interest on the Notes and any amounts due the Insurer under the Insurance Agreement, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received amounts remaining in the Expense Account in Eligible Investments following the payment of all unpaid Insurer Premiums shall be released to the type described in clause (ii) of the definition theretoServicer as additional servicing compensation.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), ) accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement)Expenses; provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company an Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates the Trustee shall deposit into the Expense Account an amount equal to U.S.$200,000$250,000 from the net proceeds received by the Issuer on such date from the initial issuance of the Notes. On or prior to the Determination Date preceding the first Payment Date, the Trustee shall apply amounts standing to the credit of the Expense Account to pay amounts due and payable in connection with the offering of the Securities. On the first Payment Date, to the extent the balance of the Expense Account exceeds $100,000 on the related Determination Date, such excess amount over $100,000 shall be transferred to the Payment Account and applied as Interest Proceeds on such Payment Date. On each Determination Date after the first Payment Date, any amount remaining in the Expense Account may, at the election in excess of the Loan Obligation Manager $100,000 shall be designated as Interest ProceedsProceeds and transferred to the Payment Account. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Payment Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx Axxxxxx credited to the Expense Account may shall be applied on or prior to the Determination Date preceding the first Payment Date to the extent necessary to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, in accordance with the Loan Obligation Manager may designate Interest Proceeds (Priority of Payments, the Trustee shall deposit such sum of collections in an amount not respect of the Collateral Interests to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense AccountAccount in the amount required to cause the balance of the Expense Account to equal $100,000. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with either (x) the Trustee’s Corporate Trust Office in a segregated trust account that is subject to fiduciary funds on deposit regulations (or internal guidelines) substantially similar to 12 C.F.R. § 9.10(b) or (y) a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1Aa3” by Xxxxx’x Mxxxx’x and the equivalent by KBRA (if rated by KBRA) and a short-term debt rating at least equal to “AA (low)P-1” by DBRS Mxxxx’x and the equivalent by KBRA (if rated by KBRA) (or, if not rated by DBRSin each case, an equivalent (or higher) such lower rating by any two other NRSROs (which may include Xxxxx’x)as the applicable Rating Agency shall approve). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, shall invest all funds in the Expense Account in Eligible Investments as designated by the Loan Obligation ManagerIssuer. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of gross negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation ManagerIssuer, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (iivii) of the definition theretothereof.

Expense Account. (a) The Trustee shall On each Calculation Date, the Cash Manager shall, in accordance with Schedule 2 (Cash Management and Maintenance of Accounts/Ledgers) hereto determine whether the Available Funds will be sufficient on the related Interest Payment Date (i) first, amounts due and payable on an Interest Payment Date pursuant to items (a)(ii), (a)(iii), (b), (c), and (d)(i) to (vi) of the Pre- Acceleration Priority of Payments and (ii) second, any Class A Interest Shortfall for the related Interest Payment Date. To the extent that the Available Funds (prior to any drawing on the Closing Liquidity Facility) on such Calculation Date establish a Securities Account with contains insufficient funds to make the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing payments referred to the credit ofabove, the Expense Account Cash Manager shall be to pay (on any day other than make a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, drawing in its reasonable determination, taking into account the Priority of Payments, the payment respect of such amounts is likely up to leave insufficient funds available the Liquidity Available Commitment pursuant to pay in full each clause 3.1(a) (Purpose) of the items payable prior thereto Liquidity Facility Agreement and deposit such funds in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the NotesTransaction Account. (b) On each Payment and from the Closing Date, the Loan Obligation Cash Manager may designate Interest Proceeds shall instruct the Collection Account Bank to utilise the amounts standing to the credit of the Expense Account towards, (i) first, to pay, from time to time, and costs or expenses set out items (1), (5) and (12), (13), (14) and (16) to (23) of Schedule 2 (Pass-Through Services) to the Servicing Agreement and (ii) to the Servicer, amounts due and payable in an amount not respect of the Servicing Fee. To the extent that amounts in the Expense Account (prior to exceed U.S.$100,000 any drawing on the Liquidity Facility) on the related date contain insufficient funds to the make the payments referred to above, the Cash Manager shall make a drawing in respect of such Payment Date) after application of amounts payable up to the Liquidity Available Commitment pursuant to clauses clause 3.1(a) (1) through (10Purpose) of Section 11.1(a)(i) for the Liquidity Facility Agreement and deposit into such funds in the Expense Account. (c) The Trustee agrees to give In the Issuer immediate notice if it becomes aware event that the Expense Account or any funds on deposit therein, or otherwise Cash Manager does not have sufficient amounts standing to the credit of the Expense AccountAccount to make the payments referred to in Clause 4.5(b) following an attempted draw on the Liquidity Facility, shall become subject the Cash Manager will not be required to fund the extent of any writ, order, judgment, warrant of attachment, execution or similar processsuch shortfall. The Issuer shall not have any legal, equitable or beneficial interest in In the event that the Cash Manager does advance such funds to the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon it will be entitled to reimbursement of such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited amounts pursuant to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result applicable Priority of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition theretoPayments.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited Amxxxxx xredited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), ) accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates the Trustee shall deposit into the Expense Account an amount equal to U.S.$200,000$200,000 from the net proceeds received by the Issuer on such date from the initial issuance of the Securities. On or after the first Payment Date, any Any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 $100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) 8) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary single, segregated trust account which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured PartiesNoteholders and each Hedge Counterparty. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), ) accrued and unpaid Company Administrative Expenses of the Issuer and the Co-Issuer (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Collateral Manager under the Loan Obligation Collateral Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates the Trustee shall deposit into the Expense Account an amount equal to U.S.$200,000approximately U.S.$150,000 from the net proceeds received by the Issuer on such date from the initial issuance of the Securities. Funds in the Expense Account shall be replenished on each Payment Date, if necessary, in accordance with the Priority of Payments. On or after the first Payment Closing Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Collateral Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Collateral Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx Amounts credited to the Expense Account may will (a) be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the NotesSecurities and (b) on the first Payment Date, to the extent the balance of the Expense Account exceeds $150,000 on the related Determination Date, be transferred to the Payment Account and applied as Interest Proceeds. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or of a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating by each Rating Agency at least equal to “A-” or “Baa1,” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x))as applicable. (dc) The Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee shall may invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other No later than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or the Trustee will establish with itself in its Affiliates trust department a trust account, which shall not be interest-bearing, titled "The Money Store Residential Trust Expense Account 1997-I" (the "Expense Account"). The Trustee shall deposit into the applicable Expense Account: (i) on each Remittance Date from the amounts on deposit in the Note Distribution Account an amount equal to U.S.$200,000. On or after one-twelfth of that portion of the first Payment DateAnnual Expense Escrow Amount relating to the Loans, any amount remaining subject to the provisions of Section 7.05(d); and (ii) upon receipt, amounts required to be paid by the Servicer pursuant to Section 7.08(e) in connection with losses on investments of amounts in the Expense Account mayAccount. If, at any time the election aggregate amount then on deposit in the Expense Accounts shall be insufficient to pay in full the fees and expenses of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed ofTrustee, the Issuer by Issuer Order executed by an Authorized Officer of Custodian and the Loan Obligation Manager shall direct the Owner Trustee to, and, upon receipt of such Issuer Orderthen due, the Trustee shallshall make demand on the Servicer to advance the amount of such insufficiency, transfer all and the Servicer shall promptly advance such amount to the Trustee for deposit in the Expense Account. Thereafter, the Servicer shall be entitled to reimbursement from the Expense Account for the amount of any such advance from any excess funds available pursuant to subclause (c)(ii) below. Without limiting the obligation of the Servicer to advance such insufficiency, in the event the Servicer does not advance the full amount of such insufficiency by the Business Day immediately preceding the Determination Date, the amount of such insufficiency shall be deposited into the Expense Account for payment to the Trustee, the Co- Trustee or the Owner Trustee, as the case may be, pursuant to Section 7.05(d)(i), to the extent of available funds in the Note Distribution Account. (b) The Trustee may invest amounts on deposit in the Expense Account to the Interest Collection Account for application in Permitted Instruments pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to 7.08 hereof, and the Trustee shall withdraw amounts on deposit in the Expense Account may be applied to: (i) pay the Trustee's, Custodian's and Owner Trustee's fees and expenses as described in Section 2.06 hereof; (ii) pay on or prior a monthly basis to the Determination Date preceding Servicer as additional servicing compensation interest paid and earnings realized on Permitted Instruments; (iii) to withdraw any amounts not required to be deposited in the first Payment Date Expense Account or deposited therein in error; and (iv) to pay amounts due in connection with clear and terminate the offering Expense Account upon the termination of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (Trust in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of accordance with Section 11.1(a)(i) for deposit into the Expense Account11.01 hereof. (c) The On the twelfth Remittance Date following the Closing Date, and on each twelfth Remittance Date thereafter, the Trustee agrees shall determine that all payments required to give be made during the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit thereinprior twelve month period pursuant to subclauses (b)(i), or otherwise to the credit of the Expense Account(b)(ii) and (b)(iii) above, shall become subject to any writhave been made, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (orand, if not rated by DBRSall such payments have been made, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of from the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited amounts remaining in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received (in the following order of priority): (i) reimburse the Servicer and/or the Representative, for reimbursable advances made pursuant to Section 9.01; (ii) reimburse the Servicer for advances made by it pursuant to the last paragraph of subclause (a) above; and (iii) remit to the Servicer as additional servicing compensation any amounts remaining in the Expense Account in Eligible Investments of the type described in clause after payments made pursuant to subclauses (iib)(i), (b)(ii), (b)(iii), (c)(i) of the definition theretoand (c)(ii), above.

Expense Account. (a) The Trustee shall prior to Upon receipt of written notice from the Closing Date establish a Securities Account Lender that the Borrower is not in compliance with the Custodial Securities Intermediary LTV Test, the Borrower shall establish and maintain with the Collateral Agent an account which shall be an Eligible Account and shall be designated as the “Expense Account (the "Expense Account” which shall be held in trust in the name of the Trustee ") for the benefit of the Secured PartiesLender until the Loan is paid in full. The only permitted withdrawal from or application of funds on If the Borrower is not in compliance with the LTV Test, pursuant to Section 2.12(b)(iii), the Borrower shall deposit in, or otherwise standing to the credit of, in the Expense Account shall be on each Payment Date an amount equal to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative the amount of Property Expenses (other than accrued and unpaid expenses and indemnities payable to Basic Carrying Costs) shown on the Loan Obligation Manager under current Operating Budget for the Loan Obligation Management Agreement); provided that calendar month immediately following the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any calendar month in which such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely occurs. Any and all Moneys remitted to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On together with any Permitted Investments in which such Moneys are or after will be invested or reinvested during the first Payment Dateterms of this Agreement, any amount remaining shall be held in the Expense Account mayand shall be withdrawn by the Collateral Agent promptly upon written request of Borrower to pay or reimburse (i) any Property Expenses (other than Basic Carrying Costs) shown on the Operating Budget, at currently due to be paid and not previously paid or reimbursed and (ii) any Property Expenses (other than Basic Carrying Costs) not shown on the election Operating Budget but approved by Lender in writing for payment or reimbursement. In the event Borrower funds the Expense Account while out of compliance with the Loan Obligation Manager be designated as Interest Proceeds. On LTV Test and subsequently achieves compliance with the date on which all LTV Test or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer does not withdraw all amounts on deposit in the Expense Account to and satisfies the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due outstanding Indebtedness in connection with the offering of the Notes. (b) On each Payment Datefull, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of Lender and the Collateral Agent shall release any and all amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.Expense

Expense Account. (a) The In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall shall, prior to the Closing Date establish Date, cause to be established by the Custodian a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust single, segregated securities account in the name of the Trustee Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, which shall be designated as the Expense Account Account, which shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to maintained with the Loan Obligation Manager under Custodian in accordance with the Loan Obligation Management Issuer Account Control Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates an amount equal to $100,000 shall deposit be deposited into the Expense Account an amount equal by the Sole Member for use pursuant to U.S.$200,000this Section 10.3(c). On or From time to time after the first Closing Date, Required Expense Equity Contributions contributed by the Sole Member to the Issuer pursuant to the Equity Contribution Agreement as a result of a Expense Contribution Event (as defined in the Equity Contribution Agreement), shall be deposited into the Expense Account for use pursuant to this Section 10.3(c) at the times and in the amounts set forth in Section 2 of the Equity Contribution Agreement. In addition, on any Payment Date, any amount remaining in funds that were previously transferred from the Interest Collection Subaccount to the Payment Account may be transferred into the Expense Account may, at the election direction of the Loan Obligation Collateral Manager be designated as Interest Proceedspursuant to Section 11.1(a). On any Business Day from and including the date on which all or substantially all Closing Date, the Trustee shall apply funds from the Expense Account, as directed by the Collateral Manager, (A) to pay expenses of the Issuer incurred in connection with the establishment of the Issuer and the structuring and consummation of the offering and the issuance of the Notes, (B) from time to time to pay accrued and unpaid Priority Administrative Expenses of the Issuer’s assets have been sold or otherwise disposed of, in the order set forth in the definition of Priority Administrative Expenses (provided, however, that no direction from the Collateral Manager will be required to pay expenses owed to the Trustee, the Issuer by Issuer Order executed by an Authorized Officer Bank (in any of its capacities, including as Collateral Administrator)) and other Administrative Expenses (which shall be paid subsequent to the Loan Obligation Manager shall direct payment of Priority Administrative Expenses and in the Trustee to, and, upon receipt order set forth in the definition of such Issuer Order, Administrative Expenses) and (C) to pay expenses attributable to tax and accounting compliance and reporting for the Trustee shall, transfer all amounts Issuer. All funds on deposit in the Expense Account to will be invested in Eligible Investments at the direction of the Collateral Manager. Any income earned on amounts deposited in the Expense Account will be deposited in the Interest Collection Subaccount upon receipt thereof. All amounts remaining on deposit in the Expense Account after all expenses (and anticipated expenses) and the Notes have been paid in full or otherwise terminated, will be deposited by the Trustee into the Principal Collection Subaccount for application as Principal Collections pursuant to Section 11.1(a)(i) as Interest Proceeds11.1(b). Xxxxxxx credited to For the Expense Account may be applied on or avoidance of doubt, prior to the Determination Date preceding the first Payment Date to pay amounts due payment in connection with the offering full or otherwise termination of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an no amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise standing to the credit of the Expense Account, shall become subject Account may be transferred to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense other Account. The Expense Account shall remain at all times with If on any date the Corporate Trust Office or a financial institution having capital sum of Cash and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be then credited to the Expense AccountAccount is less than $100,000, the Trustee shall so inform the Collateral Manager, the Liquidation Agent and any loss resulting from such investments the Sole Member and the Sole Member shall be charged required, pursuant to the Equity Contribution Agreement and within five Business Days of such notification, to make a Required Expense Equity Contribution to the Issuer and the Trustee shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such to deposit into the Expense Account resulting from any loss relating all Required Expense Equity Contribution amounts received by the Issuer pursuant to any such investment, except with respect to investments in obligations Section 2(a) of the Trustee Equity Contribution Agreement. In connection with the application of funds from the Expense Account to pay Priority Administrative Expenses or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer other Administrative Expenses of the Loan Obligation ManagerIssuer in accordance with this Section 10.3(c), the Trustee shall invest funds received remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the Expense Account form of standing instructions, including standing instructions to pay Priority Administrative Expenses and other Administrative Expenses in Eligible Investments the order required by this Section 10.3(c) in such amounts on any Payment Date and to such entities as indicated in the Payment Date Report in respect of such Payment Date) delivered by the type described in clause (ii) Issuer or the Collateral Manager to the Trustee no later than the Business Day prior to the date of the definition theretopayment of such Priority Administrative Expense.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary single, segregated trust account which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured PartiesNoteholders and each Hedge Counterparty. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), ) accrued and unpaid Company Administrative Expenses of the Issuer (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Collateral Manager under the Loan Obligation Collateral Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Effective Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Collateral Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Collateral Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx Axxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or of a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating by each Rating Agency at least equal to “BBB+” or “Baa1,” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x))as applicable. (dc) The Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee shall may invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall shall, prior to the Closing Date establish Date, cause to be established by the Custodian a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust single, segregated non-interest bearing securities account in the name of the Trustee Issuer, subject to the security interest of State Street Bank and Trust Company, as Trustee, for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, which shall be designated as the Expense Account Account, which shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to maintained with the Loan Obligation Manager under Custodian in accordance with the Loan Obligation Management Issuer Account Control Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates a portion of the proceeds of the Notes in an amount equal to U.S.$270,275 shall deposit be deposited into the Expense Account an amount equal for use pursuant to U.S.$200,000this Section 10.3(c). On or after any Business Day from and including the first Payment Closing Date, any amount remaining the Trustee shall apply funds from the Expense Account, as directed by the Collateral Manager, (A) to pay expenses of the Issuer incurred in connection with the establishment of the Issuer and the structuring and consummation of the Offering and the issuance of the Notes and (B) from time to time to pay accrued and unpaid Administrative Expenses of the Issuer. All funds on deposit in the Expense Account may, will be invested in Eligible Investments at the election direction of the Loan Obligation Manager Collateral Manager. Any income earned on amounts deposited in the Expense Account will be designated as Interest Proceedsdeposited in the Expense Account upon receipt thereof. On All amounts remaining on deposit in the date on which all or Expense Account at the time when substantially all of the Issuer’s assets of the Issuer have been sold or otherwise disposed of will be deposited by the Trustee into the Principal Collection Subaccount for application as Principal Collections on the immediately succeeding Payment Date. For the avoidance of doubt, no amount standing to the credit of the Expense Account may be transferred to any other Account until substantially all of the assets of the Issuer have been sold or otherwise disposed of. If on any date the Trustee obtains knowledge (or is notified by the Collateral Manager or the Valuation Agent) that the aggregate Administrative Expenses payable at any time during a Monthly Period exceeds, or will exceed, the Issuer by Issuer Order executed by an Authorized Officer sum of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital Cash and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and any loss resulting from such investments the Sole Shareholder and the Sole Shareholder shall be charged required, pursuant to the Issuer Contribution Agreement and within one Business Day of such notification, to make a capital contribution to the Issuer in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such to deposit into the Expense Account resulting from any loss relating all amounts received by the Issuer pursuant to any such investment, except with respect to investments in obligations Section 2 of the Trustee or any Affiliate thereofIssuer Contribution Agreement. If In connection with the Trustee does not receive investment instructions application of funds from an Authorized Officer the Expense Account to pay Administrative Expenses of the Loan Obligation ManagerIssuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall invest funds received remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the Expense Account form of standing instructions, including standing instructions to pay Administrative Expenses in Eligible Investments such amounts on any Payment Date and to such entities as indicated in the Payment Date Report in respect of such Payment Date) delivered to the type described in clause (ii) Trustee no later than the Business Day prior to the date of the definition theretopayment of such Administrative Expense.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Collateral Manager under the Loan Obligation Collateral Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor the Parent REIT or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000U.S.$150,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Collateral Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Collateral Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx Amounts credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Remittance Date, the Loan Obligation Collateral Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such U.S.$50,000 for the related Payment Date) after application of amounts payable pursuant to clauses (1) through (1011) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate prompt notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Collateral Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (iivii) of the definition thereto.

Expense Account. (ai) The Trustee A portion of the Cash Merger Consideration in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “Expense Deposit”) shall be held in a bank account (the “Expense Account”), which shall be established prior to the Closing Date establish a Securities Account in the name of Xxxxx X. Xxxxxx, for the benefit of the Shareholders. At any time following the Closing, with the Custodial Securities Intermediary which shall prior written consent of the Majority Holders, some or all of the Expense Deposit may be designated as the “Expense Account” which transferred to a financial institution or an escrow account; provided, however, that any funds so transferred shall be held in trust in the name of the Trustee Shareholders’ Representative for the benefit of the Secured PartiesShareholders. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing Any reference herein to the credit of, the Expense Account shall be deemed to pay be a reference to any other account or escrow account to which the Expense Deposit is transferred in accordance with the provisions herein. (on ii) Funds held in the Expense Account may be used (1) to compensate the Shareholders’ Representative in accordance with Section 2.5(h) above, (2) to reimburse any day other than a Payment Date)and all Representative Expenses incurred by the Shareholders’ Representative as contemplated herein, accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable 3) to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, satisfy the payment of such amounts is likely to leave insufficient funds available to pay any professional fees, including, without limitation, legal fees, expenses or disbursements incurred in full each connection with or arising from any Notice of Claim, and (4) with the prior written consent of the items payable prior thereto Majority Holders, for such other purposes as the Shareholders’ Representative deems necessary or appropriate in fulfilling the Priority duties of Payments on Shareholders’ Representative hereunder. Notwithstanding anything to the next succeeding Payment Date. On the Closing Datecontrary in this Agreement or any agreement contemplated hereunder, Arbor Parent or its Affiliates shall deposit into any check drawn from the Expense Account by the Shareholders’ Representative in an amount equal of more than Two Thousand Five Hundred Dollars ($2,500) shall also require the signature of either Xxxxx Participation Corp. or Xxxxxx X. Xxxxxxxx, or such other individual as the Majority Holders shall designate. (iii) As soon as all Merger Consideration has been distributed to U.S.$200,000. On or after the first Payment DateShareholders in accordance with the terms of this Agreement, any amount and the Shareholders’ Representative has been reimbursed for all Representative Expenses, the Shareholders’ Representative shall promptly cause all funds remaining in the Expense Account may, at the election of the Loan Obligation Manager to be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account distributed to the Interest Collection Account for application pursuant to Section 11.1(a)(i) Shareholders as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notesherein contemplated. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary single, segregated trust account which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured PartiesNoteholders and each Hedge Counterparty. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), ) accrued and unpaid Company Administrative Expenses of the Issuer and the Co-Issuer (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Collateral Manager under the Loan Obligation Collateral Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates the Trustee shall deposit into the Expense Account an amount equal to U.S.$200,000approximately U.S. $11,234,432 from the net proceeds received by the Issuer on such date from the initial issuance of the Notes. Funds in the Expense Account shall be replenished on each Payment Date, if necessary, in accordance with the Priority of Payments. On or after the first Payment Effective Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Collateral Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Collateral Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx Amounts credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or of a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating by each Rating Agency at least equal to “BBB+” or “Baa1,” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x))as applicable. (dc) The Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee shall may invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary single, segregated trust account which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured PartiesNoteholders and each Hedge Counterparty. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), ) accrued and unpaid Company Administrative Expenses of the Issuer and the Co-Issuer (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Collateral Manager under the Loan Obligation Collateral Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates the Trustee shall deposit into the Expense Account an amount equal to U.S.$200,000approximately U.S. $250,000 from the net proceeds received by the Issuer on such date from the initial issuance of the Notes. On or after the first Payment Effective Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Collateral Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Collateral Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx Amounts credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or of a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating by each Rating Agency at least equal to “BBB+” or “Baa1,” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x))as applicable. (dc) The Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee shall may invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) No later than the Closing Date, the Certificate Administrator will establish and maintain with itself in its trust department a trust account, which shall not be interest-bearing, titled "RAFC Expense Account 2001-1" (the "Expense Account"). The Trustee shall prior deposit into the Expense Account: (i) on each Distribution Date from the amounts on deposit in the Certificate Account an amount equal to one-twelfth of that portion of the Annual Expense Escrow Amount (as determined by the Servicer or the Certificate Administrator) relating to the Closing Date establish a Securities Account Mortgage Loans, subject to the provisions of Section 6.04(d); and (ii) upon receipt, amounts required to be paid by the Servicer pursuant to Section 6.03(e) in connection with losses on investments of amounts in the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in . (b) If, at any time the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds aggregate amount then on deposit in, or otherwise standing to the credit of, in the Expense Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full the Custodian Fee and the Certificate Administrator Fee (each as calculated by the Servicer) and expenses then due with respect to the Trust Fund, the Trustee, the Custodian or Certificate Administrator, as the case may be, shall make demand on the Servicer to advance the amount of such insufficiency, and the Servicer shall promptly advance such amount to the Certificate Administrator for deposit in the Expense Account. Thereafter, the Servicer shall be entitled to reimbursement from the Expense Account for the amount of any such advance from any excess funds available pursuant to subclause (c)(ii) below. Without limiting the obligation of the items payable prior thereto Servicer to advance such insufficiency, in the Priority event the Servicer does not advance the full amount of Payments on such insufficiency by the next succeeding Payment Date. On Business Day immediately preceding the Closing Determination Date, Arbor Parent or its Affiliates the amount of such insufficiency shall deposit be deposited into the Expense Account an amount equal for payment to U.S.$200,000. On the Trustee, the Custodian or after the first Payment DateCertificate Administrator, any amount remaining as the case may be, pursuant to Section 6.04(d)(xi), to the extent of available funds in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all Certificate Account. (c) The Certificate Administrator may invest amounts on deposit in the Expense Account to the Interest Collection Account for application in Permitted Instruments pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to 6.07 hereof, and the Certificate Administrator shall withdraw amounts on deposit in the Expense Account may be applied on or prior to: (i) pay the Custodian Fee and the Certificate Administrator Fee and expenses with respect to the Determination Date preceding Trust Fund in accordance with written instructions provided by the first Payment Date to pay amounts due in connection with Servicer or the offering of the Notes.Certificate Administrator; (bii) On each Payment Date, pay on a monthly basis to the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 Servicer as additional servicing compensation interest paid and earnings realized on such Payment Date) after application of amounts payable pursuant to clauses (1) through (10) of Section 11.1(a)(i) for deposit into the Expense Account.Permitted Instruments; (ciii) The Trustee agrees to give the Issuer immediate notice if it becomes aware that withdraw any amounts not required to be deposited in the Expense Account or any funds on deposit therein, or otherwise deposited therein in error; and (iv) to clear and terminate the credit able Expense Account upon the termination of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest Trust Fund in the Expense Account. The Expense Account shall remain at all times accordance with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x))Section 11.01 hereof. (d) The Loan Obligation Manager, on behalf of On the Issuer, may direct twelfth Distribution Date following the Trustee toClosing Date, and upon on each twelfth Distribution Date thereafter, the Certificate Administrator shall determine that all payments required to be made during the prior twelve month period pursuant to subclauses (c)(i), (c)(ii) and (c)(iii) above, have been made, and, if all such direction payments have been made, from the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited amounts remaining in the Expense Account, any gain realized from such investments the Certificate Administrator shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments following order of priority): (i) reimburse the type described in clause Servicer and/or the Seller, for reimbursable advances made pursuant to Section 9.01; (ii) of reimburse the definition theretoServicer for advances made by it pursuant to subclause (b) above; and (iii) remit to the Servicer as additional servicing compensation any amounts remaining in any Expense Account after payments made pursuant to subclauses (c)(i), (c)(ii), (c)(iii), (d)(i) and (d)(ii), above.

Expense Account. (a) The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000U.S.$125,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (1013) of Section 11.1(a)(i) for deposit into the Expense Account. (c) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Expense Account or any funds on deposit therein, or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)A” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Expense Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause (ii) of the definition thereto.

Expense Account. (a) The Trustee Cash Manager, acting on behalf of the Security Trustee, shall prior to establish and maintain at the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall be designated as the “Expense Account” which shall be held in trust Operating Bank, in the name of the Security Trustee (or in the name of an Eligible Institution designated in writing by the Security Trustee to the Operating Bank), a trust account (the "Expense Account") bearing a designation indicating that the funds deposited therein are held for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, Arbor Parent or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited to the Expense Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. (b) On each Payment Date, the Loan Obligation Manager may designate Interest Proceeds Required Expense Amount (in an amount not other than the part of the Required Expense Amount paid directly to exceed U.S.$100,000 certain Expense payees on such Payment Date) after application of amounts payable Date pursuant to clauses (1Section 3.08(a)(i) through (10hereof) of Section 11.1(a)(i) for deposit shall be deposited into the Expense Account from the Collection Account. (c) . The Trustee agrees to give the Issuer immediate notice if it becomes aware that Cash Manager may, but shall not be required to, maintain in the Expense Account or a balance containing accruals in respect of Expenses that are not regular, monthly recurring Expenses, including Modification Payments and Refinancing Expenses, if any, of AerCo Group anticipated to become due and payable in any funds on deposit therein, or otherwise to future Interest Accrual Period (the credit of "Permitted Accruals"). The Security Trustee shall have sole dominion and control over the Expense Account, shall become subject including sole authority to any writ, order, judgment, warrant of attachment, execution direct withdrawals from or similar processtransfers among the Accounts. The Issuer shall not have any legal, equitable Amounts may be withdrawn or beneficial interest in the Expense Account. The Expense Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Xxxxx’x and “AA (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x)). (d) The Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in transferred from the Expense Account only in Eligible Investments designated accordance with the provisions of this Indenture, any Guarantor Indenture and the Cash Management Agreement by authorized officers or employees of the Security Trustee or by agents authorized by the Loan Obligation Manager. All interest Security Trustee in writing (including the Cash Manager and other income from such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited authorized agents thereof pursuant to the Expense AccountCash Management Agreement). If, and at any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way be held liable (except as a result of negligencetime, willful misconduct or bad faith) by reason of any insufficiency of such Expense Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee shall invest funds received in the Expense Account ceases to be an Eligible Account, the Cash Manager or an agent thereof shall establish, within 10 Business Days, a new expense account meeting the conditions set forth in Eligible Investments of this Section 3.01(d) and transfer any cash or investments in the type described in clause (ii) of existing Expense Account to such new expense account; and from the definition theretodate such new expense account is established, it shall be the "Expense Account".