Common use of Expense Reserve Account Clause in Contracts

Expense Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing account in the name “APA Finance, LLC Expense Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Expense Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Expense Reserve Account shall be held by the Collateral Agent for the benefit of the Lenders (and the other Secured Parties). On or prior to the Restatement Closing Date, the Borrower shall deposit cash in U.S. dollars in an amount equal to the Expense Reserve Amount into the Expense Reserve Account. On each Interest Payment Date the Collateral Agent shall deposit funds into the Expense Reserve Account as expressly set forth in the Priority of Payments. Upon direction by a Borrower Order, the Collateral Agent shall apply funds on deposit in the Expense Reserve Account solely to pay Administrative Expenses due and payable at such time, which shall be paid in the order of priority set forth in the definition thereof. On the second Business Day prior to the Maturity Date, the Borrower, by Borrower Order, shall direct the Collateral Agent to transfer all amounts on deposit in the Expense Reserve Account to the Payment Account for application in accordance with the Priority of Payments. By Borrower Order (which may be in the form of standing instructions), the Borrower may at any time direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all funds in the Expense Reserve Account as so directed by the Borrower in Eligible Investments. Any income earned on amounts deposited in the Expense Reserve Account will be deposited in the Collection Account as it is received. The Collateral Agent agrees to give the Borrower immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Expense Reserve Account or any funds on deposit therein, or otherwise to the credit of the Expense Reserve Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Expense Reserve Account shall remain at all times with an Eligible Account Bank. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Expense Reserve Account shall be in accordance with the provisions of this Section 9.03(d).

Expense Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing account in the name “APA FinanceFINANCE III BORROWER, LLC Expense Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Expense Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Expense Reserve Account shall be held by the Collateral Agent for the benefit of the Lenders (and the other Secured Parties). On or prior to the Restatement Closing Initial Borrowing Date, the Borrower shall deposit cash in U.S. dollars in an amount equal to the Expense Reserve Amount into the Expense Reserve Account. On each Interest Payment Date Date, the Collateral Agent shall deposit funds into the Expense Reserve Account as expressly set forth in the Priority of Payments. Upon direction by a Borrower Order, the Collateral Agent shall apply funds on deposit in the Expense Reserve Account solely to pay Administrative Expenses due and payable at such time, which shall be paid in the order of priority set forth in the definition thereof. On the second Business Day prior to the Maturity Date, the Borrower, by Borrower Order, shall direct the Collateral Agent to transfer all amounts on deposit in the Expense Reserve Account to the Payment Account for application in accordance with the Priority of Payments. By Borrower Order (which may be in the form of standing instructions), the Borrower may at any time direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all funds in the Expense Reserve Account as so directed by the Borrower in Eligible Investments. Any income earned on amounts deposited in the Expense Reserve Account will be deposited in the Collection Account as it is received. The Collateral Agent agrees to give the Borrower immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Expense Reserve Account or any funds on deposit therein, or otherwise to the credit of the Expense Reserve Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Expense Reserve Account shall remain at all times with an Eligible Account Bank. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Expense Reserve Account shall be in accordance with the provisions of this Section 9.03(d).if

Expense Reserve Account. The Collateral Agent Trustee shall, on or prior to the Closing Date, establish at the Custodian a single, segregated non-interest bearing trust account which shall be held in the name “APA Finance, LLC Expense Reserve Account, subject to the lien of the Collateral Agent”Trustee as Entitlement Holder in trust for the benefit of the Secured Parties, which shall be designated as the “Expense Reserve Account” and , which shall be governed solely maintained by the terms of this Agreement and Issuer with the Custodian in accordance with the Securities Account Control Agreement. The Collateral Agent shall have exclusive control over such account, subject Issuer hereby directs the Trustee to deposit U.S.$154,656.14 from the proceeds of the sale of the Notes to the Borrower’s right Expense Reserve Account as Interest Proceeds on the Closing Date. The Trustee shall apply funds from the Expense Reserve Account, in the amounts and as directed in writing by the Collateral Manager, to give instructions specified hereinpay amounts due in respect of actions taken on or before the Closing Date. On each Payment Date, and the sole right of withdrawal. Any and all funds at any time on deposit inTrustee shall, or otherwise if so directed by the Collateral Manager, transfer to the credit ofExpense Reserve Account an amount equal to the excess, if any, of the Administrative Expense Cap over the amounts due under clauses (1) and (2) of Section 11.1(a)(i)(A) (up to U.S.$50,000) to the Expense Reserve Account in accordance with clause (3) of Section 11.1(a)(i)(A). Amounts in the Expense Reserve Account shall be held by invested at the direction of the Collateral Agent for Manager in Eligible Investments with stated maturities no later than the benefit of the Lenders (and the other Secured Parties). On or prior to the Restatement Closing Date, the Borrower shall deposit cash in U.S. dollars in an amount equal to the Expense Reserve Amount into the Expense Reserve Account. On each Interest Payment Date the Collateral Agent shall deposit funds into the Expense Reserve Account as expressly set forth in the Priority of Payments. Upon direction by a Borrower Order, the Collateral Agent shall apply funds on deposit in the Expense Reserve Account solely to pay Administrative Expenses due and payable at such time, which shall be paid in the order of priority set forth in the definition thereof. On the second Business Day prior to the Maturity Date, Payment Date next succeeding the Borrower, by Borrower Order, shall direct the Collateral Agent to transfer all acquisition of such securities or instruments. Any income earned on amounts on deposit in the Expense Reserve Account to the Payment Account for application in accordance with the Priority of Payments. By Borrower Order (which may shall be deposited in the form Interest Collection Subaccount as Interest Proceeds as it is paid. On any Business Day, at the direction of standing instructions), the Borrower may at any time direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all Manager funds in the Expense Reserve Account as so directed by (after deducting any expenses to be paid on the Borrower immediately succeeding Payment Date (if any) or in Eligible Investments. Any income earned connection with actions taken on amounts deposited in or before the Expense Reserve Account will Closing Date) may be deposited in the Collection Account as it is received. The Collateral Agent agrees to give Interest Proceeds and/or Principal Proceeds (in the Borrower immediate notice if an Administrative Officer of respective amounts directed by the Collateral Agent obtains actual knowledge of or receives written notice that Manager in its sole discretion). On any such date between Payment Dates and on each Payment Date, the Trustee shall apply amounts, if any, in the Expense Reserve Account or any funds on deposit therein, or otherwise to the credit payment of expenses and fees that must be paid between Payment Dates or that are due on that Payment Date under clauses (1) and (2) of Section 11.1(a)(i)(A), provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such payment of an Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Administrative Expense Cap, the payment of such amount is likely to leave insufficient funds available to pay in full each of the Expense Reserve Accountitems described in Section 11.1(a)(i)(A) as reasonably anticipated to be or become due and payable on the next Payment Date, shall become subject and having priority over the payment to any writ, order, judgment, warrant of attachment, execution or similar process. The Expense Reserve Account shall remain at all times with an Eligible Account Bank. The only permitted withdrawal from or application of funds be made on deposit in, or otherwise to the credit of, the Expense Reserve Account shall be such day in accordance with such Section 11.1(a)(i)(A) and the provisions definition of this Section 9.03(d)"Administrative Expenses".

Expense Reserve Account. The Collateral Agent Trustee shall, on or prior to the Closing Date, establish cause to be established a single, segregated non-interest bearing account in the name “APA Finance, LLC Expense Reserve Account, subject to the lien of the Collateral Agent”, Securities Account which shall be designated as the “Expense Reserve Account” and , which shall be governed solely by held in the terms name of this Agreement and the Account Control Agreement. The Collateral Agent shall have exclusive control over such account, subject to Trustee as Entitlement Holder in trust for the Borrower’s right to give instructions specified herein, and benefit of the sole right of withdrawalSecured Parties. Any and all funds at any time on deposit in, or otherwise standing to the credit of, the Expense Reserve Account shall be held in trust by the Collateral Agent Trustee for the benefit of the Lenders (and the other Secured Parties). On or prior to the Restatement Closing Date, the Borrower Trustee shall deposit cash in U.S. dollars in an amount equal to the Expense Reserve Amount into the Expense Reserve Account. On each Interest Payment Date the Collateral Agent shall deposit funds into the Expense Reserve Account as expressly set forth an amount equal to U.S.$25,000 together with an amount sufficient to pay any outstanding fees and expenses of the Issuer in relation to the Priority offering of Paymentsthe Rated Notes and the Income Notes which are not paid on the Closing Date. Upon At the direction by a Borrower Orderof the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Agent Trustee shall apply invest all funds on deposit in the Expense Reserve Account solely to pay Administrative Expenses due and payable at such time, which shall be paid in the order of priority set forth in the definition thereofEligible Investments. On the second Business Day prior to the Maturity Date, the Borrower, by Borrower Order, shall direct the Collateral Agent to transfer all Any amounts on deposit held in the Expense Reserve Account in excess of U.S.$25,000 on the day which is 60 days following the Closing Date (or, if such day is not a Business Day, the next following Business Day) shall be transferred by the Trustee into the Uninvested Proceeds Account. Thereafter, the Trustee shall transfer to the Expense Reserve Account from the Payment Account for application amounts required to be deposited therein pursuant to Section 11.1(a) and in accordance with the Priority of Payments. By Borrower Order (which may be calculations and the instruction contained in the form of standing instructionsNote Valuation Report prepared by the Issuer pursuant to Section 10.11(a). Except as provided in Section 11.1, the Borrower may at any time direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all funds in the Expense Reserve Account as so directed by the Borrower in Eligible Investments. Any income earned on amounts deposited in the Expense Reserve Account will be deposited in the Collection Account as it is received. The Collateral Agent agrees to give the Borrower immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Expense Reserve Account or any funds on deposit therein, or otherwise to the credit of the Expense Reserve Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Expense Reserve Account shall remain at all times with an Eligible Account Bank. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Reserve Account shall be to pay (on any day other than a Payment Date) accrued and unpaid Administrative Expenses of the Co-Issuers; provided that the Trustee shall deposit all amounts remaining on deposit in the Expense Reserve Account at the time when substantially all of the Issuer’s assets have been sold or otherwise disposed of into the 146 Collections Account as Collateral Interest Collections and will be distributed in accordance with the provisions of this Section 9.03(d)11 on the immediately succeeding Payment Date.

Expense Reserve Account. The U.S. Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing account in the name “APA FinanceHLEND Holdings C, LLC L.P. Expense Reserve Account, subject to the lien of the U.S. Collateral Agent”, which shall be designated as the “Expense Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The U.S. Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Expense Reserve Account shall be held by the U.S. Collateral Agent for the benefit of the Lenders (and the other Secured Parties). On or prior to the Restatement Closing Date, the Borrower shall deposit U.S. dollar cash in U.S. dollars in an amount equal to the Expense Reserve Amount into the Expense Reserve Account. On each Interest Payment Date the Collateral Agent shall deposit funds into the Expense Reserve Account as expressly set forth in the Priority of Payments. Upon direction by a By Borrower Order, the Borrower may at any time direct the U.S. Collateral Agent shall apply funds on deposit in the Expense Reserve Account solely to pay Administrative Expenses due and payable at to, and, upon receipt of such time, which shall be paid in the order of priority set forth in the definition thereof. On the second Business Day prior to the Maturity Date, the Borrower, by Borrower Order, shall direct the U.S. Collateral Agent to transfer all amounts on deposit shall, withdraw funds deposited in the Expense Reserve Account to pay for accrued and unpaid Administrative Expenses as so directed by the Payment Account for application in accordance with the Priority of PaymentsBorrower. By Borrower Order (which may be in the form of standing instructions), the Borrower may at any time direct the U.S. Collateral Agent to, and, upon receipt of such Borrower Order, the U.S. Collateral Agent shall, invest all any funds in the Expense Reserve Account as so directed by the Borrower in Eligible Investments. Any income earned on amounts deposited in the Expense Reserve Account will be deposited in the Collection Account as Interest Proceeds as it is received. The U.S. Collateral Agent agrees to give the Borrower immediate notice if an Administrative Officer of the U.S. Collateral Agent obtains actual knowledge of or receives written notice that the Expense Reserve Account or any funds on deposit therein, or otherwise to the credit of the Expense Reserve Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Expense Reserve Account shall remain at all times with an Eligible Account Bank. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Expense Reserve Account shall be in accordance with the provisions of this Section 9.03(d8.3(d). On the Business Day prior to the Stated Maturity, the U.S. Collateral Agent shall remit the balance on deposit in the Expense Reserve Account to the Collection Account as Principal Proceeds for application as Principal Proceeds.

Expense Reserve Account. The Collateral Agent Trustee shall, on or prior to the Closing Date, establish cause to be established a single, segregated non-interest bearing account in the name “APA Finance, LLC Expense Reserve Account, subject to the lien of the Collateral Agent”, Securities Account which shall be designated as the “Expense Reserve Account” and , which shall be governed solely by held in the terms name of this Agreement and the Account Control Agreement. The Collateral Agent shall have exclusive control over such account, subject to Trustee as Entitlement Holder in trust for the Borrower’s right to give instructions specified herein, and benefit of the sole right of withdrawalSecured Parties. Any and all funds at any time on deposit in, or otherwise standing to the credit of, the Expense Reserve Account shall be held in trust by the Collateral Agent Trustee for the benefit of the Lenders (and the other Secured Parties). On or prior to the Restatement Closing Date, the Borrower Trustee shall deposit cash in U.S. dollars in an amount equal to the Expense Reserve Amount into the Expense Reserve Account. On each Interest Payment Date the Collateral Agent shall deposit funds into the Expense Reserve Account as expressly set forth an amount equal to U.S.$50,000 together with an amount sufficient to pay any outstanding fees and expenses of the Issuer in relation to the Priority offering of Paymentsthe Rated Notes and the Income Notes which are not paid on the Closing Date. Upon At the direction by a Borrower Orderof the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Agent Trustee shall apply invest all funds on deposit in the Expense Reserve Account solely to pay Administrative Expenses due and payable at such time, which shall be paid in the order of priority set forth in the definition thereofEligible Investments. On the second Business Day prior to the Maturity Date, the Borrower, by Borrower Order, shall direct the Collateral Agent to transfer all Any amounts on deposit held in the Expense Reserve Account in excess of U.S.$50,000 on the day which is 60 days following the Closing Date (or, if such day is not a Business Day, the next following Business Day) shall be transferred by the Trustee into the Uninvested Proceeds Account. Thereafter, the Trustee shall transfer to the Expense Reserve Account from the Payment Account for application amounts required to be deposited therein pursuant to Section 11.1(a) and in accordance with the Priority of Payments. By Borrower Order (which may be calculations and the instruction contained in the form of standing instructionsNote Valuation Report prepared by the Issuer pursuant to Section 10.11(a). Except as provided in Section 11.1, the Borrower may at any time direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all funds in the Expense Reserve Account as so directed by the Borrower in Eligible Investments. Any income earned on amounts deposited in the Expense Reserve Account will be deposited in the Collection Account as it is received. The Collateral Agent agrees to give the Borrower immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Expense Reserve Account or any funds on deposit therein, or otherwise to the credit of the Expense Reserve Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Expense Reserve Account shall remain at all times with an Eligible Account Bank. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Reserve Account shall be to pay (on any day other than a Payment Date) accrued and unpaid Administrative Expenses of the Co-Issuers; provided that the Trustee shall deposit all amounts remaining on deposit in the Expense Reserve Account at the time when substantially all of the Issuer’s assets have been sold or otherwise disposed of into the Collections Account as Collateral Interest Collections and will be distributed in accordance with the provisions of this Section 9.03(d)11 on the immediately succeeding Payment Date.