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. 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. 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. A portion of the proceeds otherwise to be received by the Stockholders pursuant to ARTICLE III in an amount equal to $10,000,000 (such initial deposit, as it may be increased or decreased at any time in accordance with this Agreement, the “Expense Reserve”) shall be delivered by or on behalf of Parent to the Stockholder Representative at the Closing, on behalf of the Stockholders, by wire transfer of immediately available funds to a segregated account designated by the Stockholder Representative (which account shall be used only to hold the Expense Reserve and to pay any fees, costs and expenses of the Stockholder Representative payable out of the Expense Reserve pursuant to the terms of this Agreement). The portion of the Expense Reserve delivered to, and held by, the Stockholder Representative on behalf of each such Stockholder shall be determined based on each such Stockholder’s Pro Rata Share. The Stockholder Representative is entitled to pay on behalf of the Stockholders, and to the extent paid by the Stockholder Representative from its own funds, obtain reimbursement for, any reasonable out-of-pocket fees, costs and expenses incurred by the Stockholder Representative in the performance of its duties hereunder from the Expense Reserve, and the Stockholder Representative shall not use any portion of the Expense Reserve for any other purpose. For all purposes of this Agreement, any and all amounts paid by or on behalf of Parent to the Stockholder Representative pursuant to this Section 2.8 or otherwise in respect of the Expense Reserve shall be deemed to have been paid to the Stockholders and the Optionholders and in no event shall the Purchaser have any further obligation or liability to any Stockholder or Optionholder in respect thereof.
Expense Reserve. Pursuant to this Indenture and the Cash Management Agreement, the Indenture Trustee shall deposit into a 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, and such Expense Reserve 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. 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 additional deposits be made to the Expense Reserve that would cause the amount of the Expense Reserve to exceed the Expense Reserve Maximum. For the avoidance of doubt, the Expense Reserve will be treated as Interest Proceeds with respect to the Final Repayment Date. Prior to the Final Repayment Date, the Expense Reserve will be treated as described in Section 2.8(b). The Expense Reserve will be deposited into the Expense Reserve Account.
Expense Reserve. If there are open claims that remain unresolved with respect to the merger consideration adjustments as set forth in ARTICLE III, the Stockholder Representative will within five (5) Business Days after the date of resolution of such claims obtain reimbursement pursuant to this Agreement and for which it has not been reimbursed prior to such time and distribute to each Stockholder and Optionholder its Pro Rata Share of any remaining portion of the Expense Reserve, it being understood and agreed that such distribution(s) shall be the responsibility of the Representative only and that neither the Purchaser nor the Surviving Company shall have any obligation to ensure that such distribution is, or distributions are, made. If the Expense Reserve is insufficient to reimburse the Stockholder Representative in full, the Stockholder Representative may instruct Parent, when making any deposits with the Paying Agent for further payment to the Stockholders pursuant to ARTICLE III, to direct to the Stockholder Representative sufficient funds from the Exchange Fund to pay the amount of any such shortfall to the Stockholder Representative. Such payment to the Stockholder Representative shall be deducted from the funds otherwise being directed to the Stockholders and Optionholders, and allocated among the Stockholders and Optionholders in accordance with their Pro Rata Shares.
Expense Reserve. Pursuant to this Indenture, the Indenture Trustee shall deposit into a Sub-Account of the Collection 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 with respect to such Collection Period (the “Expense Reserve”), as directed by the Servicer, and such Expense Reserve shall be held in accordance with the terms and conditions of the Cash Management Agreement and disbursed in accordance with Section 5.01(c).
