Tax Reserves The Company has established on its books and records adequate reserves for all Taxes and for any liability for deferred income taxes in accordance with Adjusted GAAP.
Insurance Reserves Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor's sole responsibility.
Establishment of Segregated Account Upon receipt of Proper Instructions, the Custodian shall establish and maintain on its books a segregated account or accounts for and on behalf of a Portfolio, into which account or accounts may be transferred cash and/or securities or other assets of such Portfolio, including securities maintained by the Custodian in a Securities System pursuant to Section 2.22(a) hereof or an Eligible Securities Depository pursuant to Section 2.22(b) hereof, said account or accounts to be maintained: (a) for the purposes set forth in Sections 2.09, 2.10 and 2.11 hereof; (b) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the SEC or SEC rules or regulations relating to the maintenance of segregated accounts by registered investment companies; or (c) for such other purposes as set forth, from time to time, in Special Instructions.
Establishment On and after the Closing Date, the Indenture Trustee will maintain the Bank Accounts established by the Servicer under Section 4.1 of the Sale and Servicing Agreement.
Establishment of Account (a) The Fund hereby appoints the Custodian as the custodian of all Securities and cash at any time delivered to the Custodian to be held under this Agreement. The Custodian hereby accepts such appointment and agrees to establish and maintain one or more accounts for each Series in which the Custodian will hold Securities and cash as provided herein. Such accounts (each, an “Account,” and collectively, the “Accounts”) shall be in the name of the Fund and Series, if any.
(b) The Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and the Custodian may agree upon (each a “Special Account”), and the Custodian shall reflect therein such assets as the Fund may specify in Instructions.
(c) The Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in Instructions such accounts on such terms and conditions as the Fund and the Custodian shall agree, and the Custodian shall transfer to such account such Securities and money as the Fund may specify in Instructions.
Reserve Account Withdrawal If the Series 2003-3 Letter of Credit Amount will be less than the Principal Deficit Amount on any Distribution Date, then, prior to 12:00 noon (New York City time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 2003-3 Reserve Account, an amount equal to the lesser of (x) the Series 2003-3 Available Reserve Account Amount and (y) the amount by which the Principal Deficit Amount exceeds the amounts to be deposited in the Series 2003-3 Distribution Account in accordance with clauses (i) and (ii) of this Section 2.5(d) and deposit it in the Series 2003-3 Distribution Account on such Distribution Date.
Establishment of Accounts (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution.
(b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account.
(i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be.
(ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control.
(iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Debt Service Reserve On the date hereof, Borrower shall deposit $400,000.00 into the Debt Service Reserve Subaccount (as hereinafter defined) for the purpose of funding a reserve to provide an additional source for the payment of shortfalls in any payments required under Section 3.10(a)(i) – (vii) above at such time as when the operating income at the Property is insufficient to make such payment. Lender will transfer the deposit into a Subaccount (the “Debt Service Reserve Subaccount”) and shall disburse such amounts for such required payments as Lender deems necessary. Notwithstanding the above, at no time shall any disbursement from the Debt Service Reserve Subaccount exceed the Monthly Debt Service Payment Amount for the Payment Date in which the shortfall has occurred. Amounts on deposit in the Debt Service Reserve Subaccount shall be additional security and collateral for the Debt. Any amounts in the Debt Service Reserve Subaccount exceeding $200,000 shall be disbursed to Borrower upon the satisfaction by Borrower of the following conditions: (a) there is no Event of Default continuing, (b) an Approved Tenant has executed a Lease, under terms wholly acceptable to Lender, (c) an Approved Tenant has begun paying Rent under its Lease on or prior to December 31, 2005, (d) Borrower submits to Lender a written request for disbursement, which shall be accompanied by an estoppel agreement executed by Approved Tenant, and in form reasonably acceptable to Lender, certifying that (1) Approved Tenant has accepted and is in possession of the leased premises (2) Approved Tenant has commenced paying Rent under the Lease on or prior to December 31, 2005 and (3) there are no Rent abatements, landlord concessions, or tenant improvement work to be completed and all current obligations of the Borrower as landlord under the Lease have been completed (subsections (a)-(d) hereof collectively being known as the “Tenant Occupancy Requirements”) and (e) all amounts in the Vacant Suites Lease Reserve Subaccount (as defined in Section 3.13 hereof) have been disbursed to Borrower or applied against the Debt (subsections (a)-(e) hereof collectively referred to as the “Debt Service Release Requirements”). If the Debt Service Release Requirements are not satisfied on or prior to December 31, 2005, the Interest Rate shall be increased by seven (7) basis points (0.07%) and the Borrower shall be given an extension until March 1,2006 to complete the Debt Service Release Requirements. If, as of March 1, 2006, the Borrower has not satisfied the Debt Service Release Requirements, and there is no Event of Default continuing, any amounts in the Debt Service Reserve Subaccount exceeding $200,000 shall be disbursed to Borrower. Further, at such time as Tenant Long’s Drug Stores California, Inc. (“Long’s”) has commenced its lease term, and if all amounts in the Vacant Suites Lease Reserve Subaccount have been disbursed to Borrower or applied against the Debt, Borrower shall have the right to receive a one-time disbursement of all of the funds remaining on deposit in the Debt Service Reserve Subaccount upon the satisfaction by Borrower of the following conditions: ((a) there is no Event of Default continuing, and (b) Borrower submits to Lender a written request for disbursement, which shall be accompanied by an estoppel agreement executed by Borrower, in form reasonably acceptable to Lender, stating that Long’s has accepted its space, is currently paying rent, and Borrower has completed all requirements for tenant improvements under the Long’s Lease.
Stock Reserve The Company shall at all times during the term of this Option Agreement reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of this Option Agreement.
Reserves Creation of funds for replacement, renovation and/or other periodic expenses.