Required Reserves. Borrower shall establish, fund and maintain reserve accounts for the term of this Agreement as listed below. All such accounts shall be in the name of the Borrower, earn interest, and, unless otherwise approved in writing by the Department, insured by an agency of the federal government or other comparable federal insurance program. All interest earned on a reserve account shall become a part of the account. Withdrawals from the reserve accounts shall require prior written approval of the Department. Should the Department fail to take action on a request for a withdrawal from a reserve account within thirty (30) days of documented receipt of the request, that request will be deemed approved.
Required Reserves. At any time other than during an Exception Funding Period, the sum of (i) the Net Pool Balance on such date of calculation multiplied by the greater of (a) the sum of the Loss Reserve Ratio on such date of calculation and the Dilution Reserve Ratio on such date of calculation; and (b) the Minimum Reserve Ratio on such date of calculation; (ii) the Yield Reserve on such date of calculation; and (iii) the Servicing Fee Reserve on such date of calculation (such sum, the “Standard Reserves”). At any time during an Exception Funding Period, the greater of (i) the Standard Reserves on such date of calculation and (ii) 50% of the Net Pool Balance on such date of calculation.
Required Reserves. (Section III) $ %
Required Reserves. The Borrower shall cause the Debt Service Reserve Account to be funded in the amount of the Required DSR Balance. [***] Confidential Treatment Requested
Required Reserves. A) [*] Month Delinquency Ratio
Required Reserves. The Required Reserves shall initially be funded upon the Second Equity Capital Contribution Closing in an aggregate total amount of $*****, must total such amount upon the close of business on December 31, 2009, and must total $***** immediately following the first Special Funded Distribution Date and the making of such first Special Funded Distribution. Thereafter, the Required Reserves shall be reduced to the extent set forth in this Schedule 8.2(b). The Required Reserves shall be comprised of the Clipper Reserve, the O&M Reserve and the SCPPA Cost Reserve each as set forth below, and subject to adjustment following the Second Equity Capital Contribution Date as provided below: The following definitions are used in the Schedule 8.2(b):
Required Reserves. 1. The Agency shall propose to the City amounts of funding for a "Replacement Reserve Account" and an "Operating Reserve Account" and provide all information necessary to indicate the consistency of those accounts with the feasibility of the Project and the requirements of the City under the HOME Program. Such final amounts will be approved by the City prior to project completion.
Required Reserves e. Losses and loss adjustment expenses.
Required Reserves. Loss & Dilution Reserve Floor Loss & Dilution Dynamic Reserve Greater of Floor & Dynamic Total Reserve Amount (incl. Yield/Svc) Net Pool Balance Less: Total Reserves 0 Borrowing Base Maximum CP Available Exhibit F - 4 VII. Compliance Current Month COMPLIANCE TEST 6/30/2017 Compliance Is the 3-month rolling average Default Ratio less than 6.75%? Is the 3-month rolling average Dilution Ratio less than 8.50%? Is the 3-month rolling average Delinquency less than 4.00%? Is the 3-month rolling average DSO less than 75.00? The undersigned hereby represents and warrants that the foregoing is a true and accurate accounting with respect to outstanding receivables as of June 30, 2017 is in accordance with the Loan Security Agreement and that all representations and warranties related to such Agreement are restated and reaffirmed. Signature: Date: Name: Title: Exhibit F - 5 EXHIBIT G Form of Compliance Certificate To: The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent This Compliance Certificate is furnished pursuant to that certain Receivables Purchase Agreement, dated as of June 30, 2017 among Outfront Media Receivables LLC (the “Seller”), Outfront Media LLC, as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
Required Reserves. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of this Security, the full number of shares of Common Stock then issuable upon the conversion of this Security (without regard to any limitations on conversions) (the “Required Reserve Amount”). The Company covenants that all shares of Common Stock that may be issued upon conversion of this Security will upon issue be fully paid and nonassessable. If at any time while any of the Securities remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Securities at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Securities then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall either (i) obtain the written consent of its shareholders for the approval of an increase in the number of authorized shares of Common Stock and provide each shareholder with an information statement with respect thereto or (ii) hold a meeting of its shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the shareholders that they approve such proposal.
