Expense Reserve. Notwithstanding anything in Section 8.03, in the event that counsel or independent accountants for a Protected REIT determine that there exists a material risk that any amounts due to the Purchaser under Section 8.03 hereof would be treated as Nonqualifying Income for such Protected REIT upon the payment of such amounts to the Purchaser, the amount paid to the Purchaser, pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to the Purchaser in such year without causing such Protected REIT to fail to meet the REIT Requirements for such year, determined as if the payment of such amount were Nonqualifying Income as determined by such counsel or independent accountants to such Protected REIT. If the amount payable for any tax year under the preceding sentence is less than the amount which the Person obligated to make payment under Section 8.03 would otherwise be obligated to pay to the Seller or the Purchaser, as the case may be, pursuant to such Section 8.03 of this Agreement (the “Expense Amount”), then: (1) such obligated Person shall place the Expense Amount into an escrow account (the “Expense Escrow Account”) using an escrow agent and agreement reasonably acceptable to the Purchaser and shall not release any portion thereof to the Purchaser, and the Purchaser, shall not be entitled to any such amount, unless and until the Purchaser, delivers to such obligated Person, at the sole option of such Protected REIT, (i) an opinion (an “Expense Amount Tax Opinion”) of such Protected REIT’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter (an “Expense Amount Accountant’s Letter”) from such Protected REIT’s independent accountants indicating the maximum amount that can be paid at that time to the Purchaser, without causing such Protected REIT to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to such Protected REIT indicating that the receipt of any Expense Amount hereunder will not cause such Protected REIT to fail to satisfy the REIT Requirements (a “REIT Qualification Ruling” and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant’s Letter, a “Release Document”); and (2) pending the delivery of a Release Document by the Purchaser, to such obligated Person, the Purchaser, shall have the right, but not the obligation, to borrow the Expense Amount ...
Expense Reserve. Each Company Stockholder hereby acknowledges and agrees that the Expense Reserve shall be withheld and paid directly to an account maintained by the Stockholders’ Representative (or a financial institution selected by the Stockholders’ Representative) as a fund for the fees and expenses (including any legal fees and expenses) of, and other amounts payable by, the Stockholders’ Representative in connection with this Agreement in his capacity as the Stockholders’ Representative. Any balance of the Expense Reserve not used for such purposes shall be paid, when deemed appropriate by the Stockholders’ Representative in his sole discretion, to the Company Stockholders in accordance with the Closing Payment Schedule by the Stockholders’ Representative. In the event that the Expense Reserve shall be insufficient to satisfy the fees and expenses of, and other amounts payable by, the Stockholders’ Representative, and in the event there are any remaining funds in the Escrow Fund to be distributed to Company Stockholders immediately prior to the final distribution from the Escrow Fund to Company Stockholders pursuant to the terms of the Escrow Agreement, the Stockholders’ Representative shall be entitled to recover any such expenses from the Escrow Fund to the extent of such funds prior to such distribution of funds to the Company Stockholders. The Stockholders’ Representative shall also be entitled to recover any remaining expenses or other amounts directly from the Company Stockholders, and, for the avoidance of doubt, the Stockholders’ Representative shall not have any obligation to personally advance funds in connection with the performance of any of his duties under this Agreement.
Expense Reserve. Each Seller hereby acknowledges and agrees that Two Million Dollars ($2,000,000) (the “Expense Reserve”) shall be withheld and paid directly to an account maintained by the Stockholder Representative (or a financial institution selected by the Stockholder Representative) as a fund for the fees and expenses (including any legal fees and expenses) of, and other amounts payable by, the Stockholder Representative in connection with this Agreement, including, for the avoidance of doubt, any payment in respect of any indemnification claims to which a Buyer Group Member is entitled in accordance with this Agreement in excess of or after the release of the Indemnity Escrow Fund. Any balance of the Expense Reserve not utilized for such purposes shall be paid, when deemed appropriate by the Stockholder Representative in its sole discretion, to Sellers in accordance with their Percentage Interests by the Stockholder Representative. In the event that the Expense Reserve shall be insufficient to satisfy the fees and expenses of, and other amounts payable by, the Stockholder Representative, and in the event there are any remaining funds in the Indemnity Escrow Fund to be distributed to Sellers immediately prior to the final distribution from the Indemnity Escrow Fund to Sellers pursuant to the terms of the Escrow Agreement, the Stockholder Representative shall be entitled to recover any such expenses from the Indemnity Escrow Fund to the extent of such funds prior to such distribution of funds to Sellers. The Stockholder Representative shall also be entitled to recover any remaining expenses or other amounts directly from Sellers, and, for the avoidance of doubt, the Stockholder Representative shall not have any obligation to personally advance funds in connection with the performance of any of its duties under this Agreement.
Expense Reserve. The expense reserve is an amount that shall be initially funded from initial upfront transaction fees received by the Borrower in respect of Participations purchased by the Borrower, which may be replenished in accordance with clause (8) of the Priority of Payments (such amount, the “Expense Reserve”), but in no event shall the amount of the Expense Reserve exceed 1% of the outstanding FRBB Loans on any Settlement Date after the payment of Fees and Costs and Expenses. If the amount of the Expense Reserve exceeds 1% of the outstanding FRBB Loans on any Settlement Date after the payment of Fees and Costs and Expenses, such excess amount will be treated as Interest Proceeds. For the avoidance of doubt, the Expense Reserve will be treated as Interest Proceeds with respect to the Final Repayment Date. The Expense Reserve will be deposited into the Expense Reserve Account.
Expense Reserve. The expense reserve is an amount that shall be initially funded from fees (including, without limitation, Administrative Fees as defined under the MLSA) received by Borrower in respect of MSLA Loans made by Borrower, which may be replenished in accordance with clause (8) of the Priority of Payments (such amount, the “Expense Reserve”), but in no event shall the amount of the Expense Reserve exceed 1% of the outstanding FRBNY Loans on any Settlement Date after the payment of Fees and Costs and Expenses. If the amount of the Expense Reserve exceeds 1% of the outstanding FRBNY Loans on any Settlement Date after the payment of Fees and Costs and Expenses, such excess amount will be treated as Interest Proceeds. For the avoidance of doubt, the Expense Reserve will be treated as Interest Proceeds with respect to the Final Repayment Date. The Expense Reserve will be deposited into the Investment Account.
Expense Reserve. Pursuant to this Indenture and the Cash Management Agreement, the Indenture Trustee shall deposit into a Reserve Sub-Account (such Reserve Sub-Account, the “Expense Reserve Sub-Account”) from Collections available for such purpose under Article V on each Business Day during each Collection Period, an amount such that the amount on deposit in the Expense Reserve Sub-Account as of the last day of such Collection Period will equal the amount of the Servicing Fee, the Indenture Trustee Fee and Other Servicing Fees due on the Payment Date following the last day of such Collection Period (the “Expense Reserve”), as directed by the Servicer in writing, and such funds in the Expense Reserve Sub-Account shall be held, allocated and disbursed in accordance with the terms and conditions of the Cash Management Agreement.
Expense Reserve. The Expense Reserve shall have been deposited in the account specified by the Shareholder Representatives pursuant to Section 6.3(m).
Expense Reserve. (a) The Manager shall establish, administer and maintain the Expense Reserve in accordance with Section 7.11
Expense Reserve. If with respect to any Monthly Period the amount by which the Portfolio Yield exceeds the Base Rate is less than 2% (the "Expense Reserve Trigger") the Trustee shall deposit on each Business Day and after the Determination Date related to such Monthly Period in the Expense Reserve Account from amounts available therefor pursuant to subsection 4.9(a)(xiv) of the Agreement, an aggregate amount equal to $50,000.
Expense Reserve. On the Effective Date, the Trustee shall establish the Expense Reserve for the payment of all expenses, debts, charges, liabilities and obligations with respect to the Trust, including, without limitation, (a) all costs and expenses, including those of professionals retained by the Trustee, incurred in connection with any litigation, (b) Trustee's fees, (c) all costs and expenses incurred in connection with indemnifying the Trustee pursuant to SECTION 6.4, (d) all fees and expenses, including those of professionals and other agents and employees retained by the Trustee, incurred in connection with the performance of the Trustee's duties and obligations including, without limitation, fees incurred in connection with holding, collecting on, liquidating or otherwise disposing of the Trust Assets, secretarial and office expenses, all applicable taxes and all expenses of distribution and (e) all fees and expenses, including those of professionals and other agents and employees retained by the Trustee, incurred in connection with the winding up of the Trust pursuant to ARTICLE 3. The amount of the Expense Reserve shall initially be the $5,000,000 Expense Fund received by the Trustee pursuant to the terms of SECTIONS 2.1 and 2.4 less $ 1,000,000 which shall be held in reserve pursuant to the terms of SECTION 4.2 (the "Supplemental Reserve"). Thereafter, the Expense Reserve shall be funded out of the proceeds of the Trust Assets as provided in SECTION 4.2 and the Supplemental Reserve to the extent necessary and available. Upon the collection of net proceeds from Recoveries in an amount equal to $1 million in the aggregate, the Supplemental Reserve shall be distributed to the Beneficiaries, as provided in Section 4.3; provided, however, that the Trustee shall not be entitled to a percentage commission under Section 7.1 hereof upon the release of the Supplemental Reserve. Any remaining balance in the Expense Reserve, after the payment of all expenses, debts, charges, liabilities and obligations intended to be paid therefrom, shall be distributed to the LFC Administrative Beneficiary or Reorganized LMUSA, as trustees, as provided in SECTIONS 4.3 and 4.4. Any monies deposited in the Expense Reserve shall be invested in interest-bearing deposits or investments that satisfy the requirements of SECTION 5.1 and the interest earned thereon shall be credited to the Expense Reserve.
