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.

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 Cash and Eligible Investments then credited to the Loan Obligation Manager shall direct the Trustee to, and, upon receipt of such Issuer OrderExpense Account, the Trustee shallshall so inform the Collateral Manager, transfer all amounts on deposit 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 Interest Collection Account for application pursuant to Issuer, as the case may be, in accordance with this Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited 10.3(c), the Trustee shall remit such funds, to the Expense Account extent available, as directed and designated in an Issuer Order (which may be applied in the form of standing instructions, including standing instructions to pay Administrative Expenses in such amounts on or 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 Determination Date preceding the first Payment Date to pay amounts due in connection with the offering date of the Notespayment 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 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 by Contribution Agreement and within one Business Day of such notification, to make a Required Expense Equity Contribution to the Issuer Order executed by an Authorized Officer of and the Loan Obligation Manager Trustee shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee to, and, upon receipt to deposit into the Expense Account all Required Expense Equity Contribution amounts received by the Issuer pursuant to Section 2 of such the Issuer Order, Contribution Agreement. In connection with the Trustee shall, transfer all amounts on deposit in application of funds from the Expense Account to pay Administrative Expenses of the Interest Collection Account for application pursuant to Issuer, as the case may be, in accordance with this Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited 10.3(c), the Trustee shall remit such funds, to the Expense Account extent available, as directed and designated in an Issuer Order (which may be applied in the form of standing instructions, including standing instructions to pay Administrative Expenses in such amounts on or 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 Determination Date preceding the first Payment Date to pay amounts due in connection with the offering date of the Notespayment 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 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 by Sale and Contribution Agreement and within such time and in such manner as required under the Issuer Order executed by an Authorized Officer Sale and Contribution Agreement of such notification, to make a Required Expense Equity Contribution to the Loan Obligation Manager Issuer and the Trustee shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee to, and, upon receipt to deposit into the Expense Account all Required Expense Equity Contribution amounts received by the Issuer pursuant to Section 2 of such the Issuer Order, Sale and Contribution Agreement. In connection with the Trustee shall, transfer all amounts on deposit in application of funds from the Expense Account to pay Administrative Expenses of the Interest Collection Account for application pursuant to Issuer, as the case may be, in accordance with this Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited 10.3(c), the Trustee shall remit such funds, to the Expense Account extent available, as directed and designated in an Issuer Order (which may be applied in the form of standing instructions, including standing instructions to pay Administrative Expenses in such amounts on or 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 Determination Date preceding the first Payment Date to pay amounts due in connection with the offering date of the Notespayment of such 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 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.

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.

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 141 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.

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 148 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.

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 179 Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes.

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.

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 132 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.

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.

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.

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 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 by Contribution Agreement and within one Business Day of such notification, to make a capital contribution to the Issuer Order executed by in an Authorized Officer of amount at least equal to such shortfall and the Loan Obligation Manager Trustee shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee to, and, upon receipt of such Issuer Order, to deposit into the Trustee shall, transfer Expense Account all amounts on deposit in 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 Interest Collection Account for application pursuant to Issuer, as the case may be, in accordance with this Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited 10.3(c), the Trustee shall remit such funds, to the Expense Account extent available, as directed and designated in an Issuer Order (which may be applied in the form of standing instructions, including standing instructions to pay Administrative Expenses in such amounts on or 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 Determination Date preceding the first Payment Date to pay amounts due in connection with the offering date of the Notespayment 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 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 148 Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes.

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.

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 For the avoidance 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 sum of Cash and Eligible Investments then credited to the Expense Account is less than $100,000, the Trustee shall so inform the Collateral Manager, the Liquidation Agent and the Sole Member and the Sole Member shall be 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 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 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 applied 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 Determination Date preceding the first Payment Date to pay amounts due in connection with the offering date of the Notespayment 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 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.

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 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 by Contribution Agreement and within one Business Day of such notification, to make a capital contribution to the Issuer Order executed by in an Authorized Officer of amount at least equal to such shortfall and the Loan Obligation Manager Trustee shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee to, and, upon receipt of such Issuer Order, to deposit into the Trustee shall, transfer Expense Account all amounts on deposit in 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 Interest Collection Account for application pursuant to Issuer, as the case may be, in accordance with this Section 11.1(a)(i) as Interest Proceeds. Xxxxxxx credited 10.3(c), the Trustee shall remit such funds, to the Expense Account extent available, as directed and designated in an Issuer Order (which may be applied in the form of standing instructions, including standing instructions to pay Administrative Expenses in such amounts on or 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 Determination Date preceding the first Payment Date to pay amounts due in connection with the offering date of the Notespayment 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.

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.

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 outstanding Indebtedness in full, the Expense Account may be applied Lender and the Collateral Agent shall release any and all amounts on or prior to deposit in the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes.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 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.