Common use of Expense Account Clause in Contracts

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of State Street Bank and Trust Company, 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. On the Closing Date, a portion of the proceeds of the Notes in an amount equal to U.S.$270,275 shall be deposited into the Expense Account for use pursuant to this Section 10.3(c). On any Business Day from 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 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. 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 sum of Cash and Eligible Investments then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall be 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. In connection with the application of funds from the Expense Account to pay Administrative Expenses of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative Expense.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the (a) The Trustee shall, shall prior to the Closing Date, cause to Date establish a Securities Account with the Custodial Securities Intermediary which shall be established by designated as the Custodian a single, segregated non-interest bearing securities account “Expense Account” which shall be held in trust in the name of the Issuer, subject to the security interest of State Street Bank and Trust Company, as Trustee, Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, which or otherwise standing to the credit of, the Expense Account shall be designated as 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 Expense Account, which Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be maintained with 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 Custodian Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in accordance with full each of the Issuer Account Control Agreementitems payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, a portion of Arbor Parent or its Affiliates shall deposit into the proceeds of the Notes in Expense Account an amount equal to U.S.$270,275 shall be deposited into U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account for use pursuant to this Section 10.3(c)may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On any Business Day from and including the Closing Datedate 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 apply funds from the Expense Accountshall, 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 transfer all amounts on deposit in the Expense Account will be invested in Eligible Investments at to the direction of the Collateral Manager. Any income earned on amounts deposited in the Expense Interest Collection 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 pursuant to Section 11.1(a)(i) as Principal Collections on the immediately succeeding Payment DateInterest Proceeds. 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 sum of Cash and Eligible Investments then Xxxxxxx credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall Account may be required, pursuant applied on or prior to the Issuer Contribution Agreement and within one Business Day of such notification, Determination Date preceding the first Payment Date to make a capital contribution to the Issuer pay amounts due in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. In connection with the application of funds from the Expense Account to pay Administrative Expenses offering of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative ExpenseNotes.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of State Street U.S. Bank and Trust CompanyNational 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. On From time to time after the Closing Amendment and Restatement Date, Required Expense Equity Contributions contributed by the Sole Shareholder to the Issuer pursuant to the Issuer Contribution Agreement as a portion result of a Expense Contribution Event (as defined in the proceeds of the Notes in an amount equal to U.S.$270,275 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 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 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 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 sum of Cash and Eligible Investments then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall be required, pursuant to the Issuer Contribution Agreement and within one Business Day of such notification, to make a capital contribution Required Expense Equity 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 to deposit into the Expense Account all Required Expense Equity Contribution amounts received by the Issuer pursuant to Section 2 of the Issuer Contribution Agreement. In connection with the application of funds from the Expense Account to pay Administrative Expenses of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative Expense.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Closing Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of State Street U.S. Bank and Trust CompanyNational 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. On From time to time after the Closing Signing Date, Required Expense Equity Contributions contributed by the Sole Shareholder to the Issuer pursuant to the Issuer Sale and Contribution Agreement as a portion result of an Expense Contribution Event (as defined in the proceeds of the Notes in an amount equal to U.S.$270,275 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 and including the Closing 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 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 Account 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 Quarterly Period exceeds, or will exceed, the sum of Cash and Eligible Investments then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall be required, pursuant to the Issuer Sale and Contribution Agreement and within one Business Day such time and in such manner as required under the Issuer Sale and Contribution Agreement of such notification, to make a capital contribution Required Expense Equity 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 to deposit into the Expense Account all Required Expense Equity Contribution amounts received by the Issuer pursuant to Section 2 of the Issuer Sale and Contribution Agreement. In connection with the application of funds from the Expense Account to pay Administrative Expenses of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative Expense.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of State Street U.S. Bank and Trust CompanyNational 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. On the Closing Date, a portion of the proceeds of the Notes in an amount equal to U.S.$270,275 shall be deposited into the Expense Account for use pursuant to this Section 10.3(c). On any Business Day from 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 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 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 sum of Cash and Eligible Investments then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall be 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 to deposit into the Expense Account all amounts received by the Issuer pursuant to Section 2 of the Issuer Contribution Agreement. In connection with the application of funds from the Expense Account to pay Administrative Expenses of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative Expense.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the (a) The Trustee shall, shall prior to the Closing Date, cause to Date establish a Securities Account with the Custodial Securities Intermediary which shall be established by designated as the Custodian a single, segregated non-interest bearing securities account “Expense Account” which shall be held in trust in the name of the Issuer, subject to the security interest of State Street Bank and Trust Company, as Trustee, Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, which or otherwise standing to the credit of, the Expense Account shall be designated as 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 Expense Account, which Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be maintained with 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 Custodian Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in accordance with full each of the Issuer Account Control Agreementitems payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, a portion of Arbor Parent or its Affiliates shall deposit into the proceeds of the Notes in Expense Account an amount equal to U.S.$270,275 shall be deposited into U.S.$125,000. On or after the first Payment Date, any amount remaining in the Expense Account for use pursuant to this Section 10.3(c)may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On any Business Day from and including the Closing Datedate 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 apply funds from the Expense Accountshall, 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 transfer all amounts on deposit in the Expense Account will be invested in Eligible Investments at to the direction of the Collateral Manager. Any income earned on amounts deposited in the Expense Interest Collection 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 pursuant to Section 11.1(a)(i) as Principal Collections on the immediately succeeding Payment DateInterest Proceeds. 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 sum of Cash and Eligible Investments then Xxxxxxx credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall Account may be required, pursuant applied on or prior to the Issuer Contribution Agreement and within one Business Day of such notification, 148 Determination Date preceding the first Payment Date to make a capital contribution to the Issuer pay amounts due in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. In connection with the application of funds from the Expense Account to pay Administrative Expenses offering of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative ExpenseNotes.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the (a) The Trustee shall, shall prior to the Closing Date, cause to Date establish a Securities Account with the Custodial Securities Intermediary which shall be established by designated as the Custodian a single, segregated non-interest bearing securities account “Expense Account” which shall be held in trust in the name of the Issuer, subject to the security interest of State Street Bank and Trust Company, as Trustee, Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, which or otherwise standing to the credit of, the Expense Account shall be designated as 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 Expense Account, which Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be maintained with 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 Custodian Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in accordance with full each of the Issuer Account Control Agreementitems payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, a portion of Arbor Parent or its Affiliates shall deposit into the proceeds of the Notes in Expense Account an amount equal to U.S.$270,275 shall be deposited into U.S.$200,000. On or after the first Payment Date, any amount remaining in the Expense Account for use pursuant to this Section 10.3(c)may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On any Business Day from and including the Closing Datedate 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 apply funds from the Expense Accountshall, 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 transfer all amounts on deposit in the Expense Account will be invested in Eligible Investments at to the direction of the Collateral ManagerInterest Collection Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Any income earned on amounts deposited in Amxxxxx xredited to the Expense Account will may be deposited in the Expense Account upon receipt thereof. All amounts remaining applied 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. 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 sum of Cash and Eligible Investments then credited prior to the Expense Account, Determination Date preceding the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall be required, pursuant first Payment Date to the Issuer Contribution Agreement and within one Business Day of such notification, to make a capital contribution to the Issuer pay amounts due in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. In connection with the application of funds from the Expense Account to pay Administrative Expenses offering of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative ExpenseNotes.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of State Street U.S. Bank and Trust CompanyNational 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. On the Closing Date, a portion of the proceeds of the Notes in an amount equal to U.S.$270,275 $100,000 shall be deposited into the Expense Account by the Sole Member for use pursuant to this Section 10.3(c). From time to time after the 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, funds that were previously transferred from the Interest Collection Subaccount to the Payment Account may be transferred into the Expense Account at the direction of the Collateral Manager pursuant to Section 11.1(a). On any Business Day from 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 offering and the issuance of the Notes and Notes, (B) from time to time to pay accrued and unpaid Priority Administrative Expenses of the Issuer, 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 Bank (in any of its capacities, including as Collateral Administrator)) and other Administrative Expenses (which shall be paid subsequent to the payment of Priority Administrative Expenses and in the order set forth in the definition of Administrative Expenses) and (C) to pay expenses attributable to tax and accounting compliance and reporting for the Issuer. All funds on deposit 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 Interest Collection Subaccount upon receipt thereof. All amounts remaining on deposit in the Expense Account at after all expenses (and anticipated expenses) and the time when substantially all of the assets of the Issuer Notes have been sold paid in full or otherwise disposed of terminated, will be deposited by the Trustee into the Principal Collection Subaccount for application as Principal Collections on pursuant to Section 11.1(b). For the immediately succeeding Payment Dateavoidance of doubt, prior to the payment in full or otherwise termination of the Notes, no amount standing to the credit of the Expense Account may be transferred to any other Account. 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 sum of Cash and Eligible Investments then credited to the Expense AccountAccount is less than $100,000, the Trustee shall so inform the Collateral Manager, the Valuation Liquidation Agent and the Sole Shareholder Member and the Sole Shareholder Member shall be required, pursuant to the Issuer Equity Contribution Agreement and within one five Business Day Days of such notification, to make a capital contribution Required Expense Equity 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 to deposit into the Expense Account all Required Expense Equity Contribution amounts received by the Issuer pursuant to Section 2(a) of the Equity Contribution Agreement. In connection with the application of funds from the Expense Account to pay Priority Administrative Expenses or other Administrative Expenses of the Issuer, as the case may be, Issuer in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Priority Administrative Expenses and other Administrative Expenses in 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 Issuer or the Collateral Manager to the Trustee no later than the Business Day prior to the date of payment of such Priority Administrative Expense.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the (a) The Trustee shall, shall prior to the Closing Date, cause to be established by the Custodian Date establish a single, segregated non-interest bearing securities trust account in the name of the Issuer, subject to the security interest of State Street Bank and Trust Company, as Trustee, for the benefit of the Secured Parties, which shall be designated as the “Expense Account, ” which shall be maintained with held in trust in the Custodian in accordance with the Issuer Account Control Agreement. On the Closing Date, a portion name of the proceeds Trustee for the benefit of the Notes in an amount equal Noteholders and each Hedge Counterparty. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to U.S.$270,275 shall be deposited into the credit of, the Expense Account for use pursuant shall be to this Section 10.3(cpay (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 Collateral Manager under the Collateral Management Agreement). On any Business Day from and including the Closing Date, the Trustee shall apply funds deposit into the Expense Account an amount equal to approximately U.S. $250,000 from the Expense Account, as directed net proceeds received by the Collateral Manager, (A) to pay expenses of Issuer on such date from the Issuer incurred in connection with the establishment of the Issuer and the structuring and consummation of the Offering and the initial issuance of the Notes and (B) from time to time to pay accrued and unpaid Administrative Expenses Notes. On or after the Effective Date, any amount remaining in the Expense Account may, at the election of the Collateral Manager be designated as Interest Proceeds. On the date on which substantially all of the Issuer. All funds ’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the 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 will be invested in Eligible Investments at to the direction of the Collateral Manager. Any income earned on amounts deposited in the Expense Interest Collection 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 pursuant to Section 11.1(a)(i) as Principal Collections on the immediately succeeding Payment DateInterest Proceeds. 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 sum of Cash and Eligible Investments then Amounts credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall Account may be required, pursuant applied on or prior to the Issuer Contribution Agreement and within one Business Day of such notification, Determination Date preceding the first Payment Date to make a capital contribution to the Issuer pay amounts due in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. In connection with the application of funds from the Expense Account to pay Administrative Expenses offering of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative ExpenseNotes.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the (a) The Trustee shall, shall prior to the Closing Date, cause to Date establish a Securities Account with the Custodial Securities Intermediary which shall be established by designated as the Custodian a single, segregated non-interest bearing securities account “Expense Account” which shall be held in trust in the name of the Issuer, subject to the security interest of State Street Bank and Trust Company, as Trustee, Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, which or otherwise standing to the credit of, the Expense Account shall be designated as 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 Expense Account, which Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be maintained with 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 Custodian Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in accordance with full each of the Issuer Account Control Agreementitems payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, a portion of Arbor Parent or its Affiliates shall deposit into the proceeds of the Notes in Expense Account an amount equal to U.S.$270,275 shall be deposited into U.S.$125,000. On or after the first 148 Payment Date, any amount remaining in the Expense Account for use pursuant to this Section 10.3(c)may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On any Business Day from and including the Closing Datedate 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 apply funds from the Expense Accountshall, 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 transfer all amounts on deposit in the Expense Account will be invested in Eligible Investments at to the direction of the Collateral Manager. Any income earned on amounts deposited in the Expense Interest Collection 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 pursuant to Section 11.1(a)(i) as Principal Collections on the immediately succeeding Payment DateInterest Proceeds. 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 sum of Cash and Eligible Investments then Xxxxxxx credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall Account may be required, pursuant applied on or prior to the Issuer Contribution Agreement and within one Business Day of such notification, Determination Date preceding the first Payment Date to make a capital contribution to the Issuer pay amounts due in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. In connection with the application of funds from the Expense Account to pay Administrative Expenses offering of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative ExpenseNotes.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the (a) The Trustee shall, shall prior to the Closing Date, cause to Date establish a Securities Account with the Custodial Securities Intermediary which shall be established by designated as the Custodian a single, segregated non-interest bearing securities account “Expense Account” which shall be held in trust in the name of the Issuer, subject to the security interest of State Street Bank and Trust Company, as Trustee, Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, which shall be designated as or otherwise standing to the Expense Accountcredit of, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. On the Closing Date, a portion of the proceeds of the Notes in an amount equal to U.S.$270,275 shall be deposited into the Expense Account for use pursuant shall be to this Section 10.3(cpay (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 any Business Day from and including the Closing Date, the Trustee shall apply funds deposit into the Expense Account an amount equal to $200,000 from the Expense Account, as directed net proceeds received by the Collateral Manager, (A) to pay expenses of Issuer on such date from the Issuer incurred in connection with the establishment of the Issuer and the structuring and consummation of the Offering and the initial issuance of the Notes and (B) from time to time to pay accrued and unpaid Administrative Expenses Securities. 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 substantially all of the Issuer. All funds ’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 will be invested in Eligible Investments at to the direction of the Collateral Manager. Any income earned on amounts deposited in the Expense Interest Collection 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 pursuant to Section 11.1(a)(i) as Principal Collections on the immediately succeeding Payment DateInterest Proceeds. 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 sum of Cash and Eligible Investments then Xxxxxxx credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall Account may be required, pursuant applied on or prior to the Issuer Contribution Agreement and within one Business Day of such notification, Determination Date preceding the first Payment Date to make a capital contribution to the Issuer pay amounts due in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. In connection with the application of funds from the Expense Account to pay Administrative Expenses offering of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative ExpenseNotes.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the (a) The Trustee shall, shall prior to the Closing Date, cause to Date establish a Securities Account with the Custodial Securities Intermediary which shall be established by designated as the Custodian a single, segregated non-interest bearing securities account “Expense Account” which shall be held in trust in the name of the Issuer, subject to the security interest of State Street Bank and Trust Company, as Trustee, Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, which or otherwise standing to the credit of, the Expense Account shall be designated as 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 Expense Account, which Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be maintained with 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 Custodian Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in accordance with full each of the Issuer Account Control Agreementitems payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, a portion of Arbor Parent or its Affiliates shall deposit into the proceeds of the Notes in Expense Account an amount equal to U.S.$270,275 shall be deposited into the Expense Account for use pursuant to this Section 10.3(c)U.S.$200,000. On any Business Day from and including or after the Closing first Payment 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 any amount remaining in the Expense Account will be invested in Eligible Investments may, at the direction election of the Collateral ManagerLoan Obligation Manager be designated as Interest Proceeds. Any income earned On the date 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 which substantially all of the Issuer’s assets of the Issuer have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of will be deposited by the Loan Obligation Manager shall direct the Trustee into to, and, upon receipt of such Issuer Order, the Principal Trustee shall, transfer all amounts on deposit in the Expense 132 Account to the Interest Collection Subaccount Account for application pursuant to Section 11.1(a)(i) as Principal Collections on the immediately succeeding Payment DateInterest Proceeds. 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 sum of Cash and Eligible Investments then Xxxxxxx credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall Account may be required, pursuant applied on or prior to the Issuer Contribution Agreement and within one Business Day of such notification, Determination Date preceding the first Payment Date to make a capital contribution to the Issuer pay amounts due in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. In connection with the application of funds from the Expense Account to pay Administrative Expenses offering of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative ExpenseNotes.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the (a) The Trustee shall, shall prior to the Closing Date, cause to Date establish a Securities Account with the Custodial Securities Intermediary which shall be established by designated as the Custodian a single, segregated non-interest bearing securities account “Expense Account” which shall be held in trust in the name of the Issuer, subject to the security interest of State Street Bank and Trust Company, as Trustee, Trustee for the benefit of the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, which or otherwise standing to the credit of, the Expense Account shall be designated as 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 Expense Account, which Loan Obligation Manager under the Loan Obligation Management Agreement); provided that the Trustee shall be maintained with 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 Custodian Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in accordance with full each of the Issuer Account Control Agreementitems payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, a portion of Arbor Parent or its Affiliates shall deposit into the proceeds of the Notes in Expense Account an amount equal to U.S.$270,275 shall be deposited into U.S.$200,000. On or after the first 141 Payment Date, any amount remaining in the Expense Account for use pursuant to this Section 10.3(c)may, at the election of the Loan Obligation Manager be designated as Interest Proceeds. On any Business Day from and including the Closing Datedate 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 apply funds from the Expense Accountshall, 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 transfer all amounts on deposit in the Expense Account will be invested in Eligible Investments at to the direction of the Collateral Manager. Any income earned on amounts deposited in the Expense Interest Collection 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 pursuant to Section 11.1(a)(i) as Principal Collections on the immediately succeeding Payment DateInterest Proceeds. 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 sum of Cash and Eligible Investments then Xxxxxxx credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall Account may be required, pursuant applied on or prior to the Issuer Contribution Agreement and within one Business Day of such notification, Determination Date preceding the first Payment Date to make a capital contribution to the Issuer pay amounts due in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the Expense Account. In connection with the application of funds from the Expense Account to pay Administrative Expenses offering of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative ExpenseNotes.

Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of State Street Bank and Trust Company, 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. On the Closing Date, a portion of the proceeds of the Notes in an amount equal to U.S.$270,275 shall be deposited into the Expense Account for use pursuant to this Section 10.3(c). On any Business Day from 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 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 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 sum of Cash and Eligible Investments then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall be 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 to deposit into the Expense Account all amounts received by the Issuer pursuant to Section 2 of the Issuer Contribution Agreement. In connection with the application of funds from the Expense Account to pay Administrative Expenses of the Issuer, as the case may be, in accordance with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses 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 to the Trustee no later than the Business Day prior to the date of payment of such Administrative Expense.