Common use of Expense Fund Clause in Contracts

Expense Fund. The Expense Fund Amount shall be held by the Securityholders’ Agent as agent and for the benefit of the Effective Time Holders in a client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholders’ Agent for any Representative Losses incurred pursuant to this Agreement or any Securityholders’ Agent letter agreement, (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i), or (iii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right they may otherwise have had in any such interest or earnings. The Securityholders’ Agent will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of a bankruptcy. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Escrow Fund, the Securityholders’ Agent shall distribute the then remaining amount of the Expense Fund, if any, to the Payment Agent for further distribution to the Effective Time Holders and shall include instructions to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Pro Rata Shares.

Expense Fund. The Expense Fund Amount shall be held by the Securityholders’ Agent as agent and for the benefit of the Effective Time Holders in a client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholders’ Agent for any Representative Losses incurred pursuant to this Agreement Agreement, the Escrow Agreement, or any the Securityholders’ Agent letter agreement, (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i)Engagement Agreement, or (iiiii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right they may otherwise have had in any such interest or earnings. The Securityholders’ Agent will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of a bankruptcy. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Escrow Fund, the Securityholders’ Agent shall distribute the then remaining amount of the Expense Fund, if any, to the Payment Agent for further distribution to the Effective Time Holders and shall include instructions to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Pro Rata Shares.

Expense Fund. The Expense Fund Amount shall be held by the Securityholders’ Agent as agent and for the benefit of the Effective Time Holders in a client account and shall be used (i) for the purposes of paying directly directly, or reimbursing the Securityholders’ Agent for for, any Representative Losses expenses incurred by the Securityholders’ Agent pursuant to this Agreement and any other agreement, document or instrument referred to in or contemplated by this Agreement and any transaction contemplated under this Agreement or any Securityholders’ Agent letter such other agreement, (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i)document or instrument, or (iiiii) as otherwise determined by the Advisory Group (Group. The Securityholders’ Agent will hold these funds separate from its other funds, will not use these funds for its operating expenses or any other purposes and will not voluntarily make these funds available to its creditors in the “Expense Fund”)event of bankruptcy. The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund Fund, and has no tax reporting or income distribution obligations. The Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right they may otherwise have had in any such interest or earningsinterest. The Subject to prior written consent by the Advisory Group, the Securityholders’ Agent will hold these may, as reasonably necessary, contribute funds separate to the Expense Fund from its corporate funds and will not voluntarily make these funds available any Further Distributions otherwise distributable to its creditors in the event of a bankruptcyEffective Time Holders. As soon as reasonably determined by practicable following the completion of the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Escrow FundAgent’s responsibilities, the Securityholders’ Agent shall distribute disburse the then remaining amount balance of the Expense Fund, if any, to the Payment Agent for further distribution Fund to the Effective Time Holders and shall include instructions in proportion to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Pro Rata SharesShare in such manner as the Securityholders’ Agent determines reasonably appropriate, including, if the Securityholders’ Agent elects, through a paying agent for further distribution.

Expense Fund. The Expense Fund Amount shall be held by the Securityholders’ Agent as agent and for the benefit of the Effective Time Holders in a client account and shall will be used (i) for the purposes of paying directly or reimbursing the Securityholders’ Agent for any Representative Losses incurred pursuant to this Agreement, the Payments Agreement or any the Securityholders’ Agent letter agreement, Engagement Agreement; or (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i), or (iii) as otherwise determined by the Advisory Group (Group. The Indemnitors will not receive any interest or earnings on the “Expense Fund”)Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any ownership right they may consideration otherwise have had in any such interest or earningsdistributable to the Indemnitors. The Securityholders’ Agent will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of a bankruptcy. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Escrow Fund, the Securityholders’ Agent shall will distribute the then any amounts remaining amount of in the Expense Fund, if any, Fund to the Payment Agent Administrator for further distribution to the Effective Time Holders and shall include instructions to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Indemnitors in accordance with such Indemnitor’s Pro Rata SharesShare thereof. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Indemnitors at the time of Closing.