Loan Reserves Sample Clauses

Loan Reserves. Anything to the contrary in this Section 1.1 notwithstanding, Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including reserves with respect to (i) sums that Borrower is required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay under any Section of this Agreement or any other Loan Document, (ii) amounts owing by Borrower or any of its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) the valuation of any Eligible Note Receivable, the Collateral securing any Eligible Note Receivable, or other Collateral, and (iv) the aggregate amount of unfunded commitments of Borrower to the Account Debtors under Loan Paper included in the Borrowing Base (except that any such reserves referred to in this clause (iv) shall not limit the Borrower’s ability to fund such commitments to such Account Debtors). So long as no Default or Event of Default has occurred and is continuing, Agent shall first notify and attempt to discuss with Borrower any such reserve that Agent proposes to establish unless Agent, in its Permitted Discretion, believes that exigent circumstances justify the immediate establishment of such reserve.

Loan Reserves. At Closing, Seller shall either: (a) assign to Buyer all reserves and escrows held pursuant to the Loan and seller shall be entitled to receive a credit at Closing for the aggregate amount of such reserves or escrows; or (b) Buyer shall replace such reserves and escrows.

Loan Reserves. The Acquired Companies shall establish and take such reserves and accruals effective prior to the Closing as Buyer shall request to conform the Acquired Companies’ loan, accrual, and reserves policies to Buyer’s policies; provided, that such reserves and accruals shall not, for purposes of this Agreement or the Contemplated Transactions, (A) reduce Clayco’s consolidated shareholders’ equity, or (B) reduce the amount that Clayco can dividend or distribute to its shareholders before the Closing.

Loan Reserves. The Acquired Companies shall establish and take such reserves and accruals immediately prior to the Closing Date as Buyer shall request to conform the Acquired Companies’ loan, accrual, and reserves policies to Buyer’s policies.

Loan Reserves. If any Lender is required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits, Borrowers shall pay additional interest to such Lender on each Loan equal to the costs of such reserves allocated to the Loan by the Lender (as determined by it in good faith, which determination shall be conclusive). The additional interest shall be due and payable on each interest payment date for the Loan; provided, that if the Lender notifies Borrower Agent (with a copy to Agent) of the additional interest less than 10 days prior to the interest payment date, then such interest shall be payable 10 days after Borrower Agent's receipt of the notice.

Loan Reserves. As of the date hereof, Sussex's allowance -------------- for possible loan losses is, and as of the Closing Date will be, at a level adequate to provide for potential loan losses.

Loan Reserves. If any Lender is required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, such Lender shall give 5 days’ prior written notice thereof to Borrowers (with a copy to Agent) and Borrowers shall pay additional interest to such Lender on each LIBOR Loan equal to the costs of such reserves allocated to the Revolver Loan by the Lender (as determined by it in good faith, which determination shall be conclusive). The additional interest shall be due and payable on each interest payment date for the Revolver Loan; provided, that if the Lender notifies Borrowers (with a copy to Agent) of the additional interest less than 10 days prior to the interest payment date, then such interest shall be payable 10 days after Borrowers’ receipt of the notice.

Loan Reserves. The reserve for loan losses reflected in the Royal Palm’s Financial Statements as of December 31, 2005 is adequate under regulatory reporting requirements and GAAP to provide for losses on RP Loans outstanding as of December 31, 2005.

Loan Reserves. Unless otherwise required by Lender, Seller shall assign to Purchaser all of its right, title and interest in and to all amounts then held as reserve or escrow deposits by Lender under the Existing Loan Documents (collectively, the “Loan Reserves”), and Purchaser shall reimburse Seller at Closing an amount equal to the lesser of (x) the balance of the Loan Reserves as of the Closing Date or (y) $630,723.32, in addition to the Purchase Price, whereupon the Loan Reserves shall become the property of Purchaser. Until Closing Seller shall have the right to draw on such escrows, reserves and deposits for the purposes permitted by the Existing Loan Documents. Within three (3) days of the Effective Date, Seller shall deliver to Purchaser statements of all Reserves (as defined in the Cash Management Agreement relating to the Existing Loan) then held under the Cash Management Agreement and all deposits and withdrawals for two (2) years prior to the Effective Date and an estimate of funds available to be from Excess Cash Flow Reserve pursuant to Section 3.3 of the Cash Management Agreement for the month thirty days after the Effective Date. Any additional reserves or additional sums to be deposited in existing reserves 447401 PPAB 5645124v6 required by Lender in connection with Lender Consent shall be funded by Purchaser, subject to Purchaser’s termination right under Section 8.5.1.