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 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. The allowances for possible loan losses shown ------------- on the Financial Statements of Sun and the Financial Regulatory Reports of Sun Bank as of September 30, 2003 were, and the allowance for possible loan losses to be shown on the Financial Statements of Sun and the Financial Regulatory Reports of Sun Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of Sun and Sun Bank and other extensions of credit (including letters of credit or commitments to make loans or extend credit).
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. 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, 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. At Closing, the Purchase Price will be increased or decreased by an amount calculated as follows: (a) 20% of the amount of the balances of the Loan Reserves (as hereinafter defined) as of the Closing Date under the One Cal Loan, minus (b) $400,000. There will be no adjustment to the Purchase Price for any Loan Reserves under the Cerritos Loan and all rights with respect to the Loan Reserves under the Cerritos Loan shall be retained by Cerritos Corporate Center Owner at Closing. As used herein, the term "Loan Reserves" shall mean those reserve accounts or escrows held in connection with the One Cal Loan or the Cerritos Loan as more particularly set forth on Schedule 9 attached hereto.
Loan Reserves. In addition to the Purchase Price, the Purchaser shall pay to Seller at the Closing by cashier's check or wire transfer in conformity with Section 3.1(b), an amount equal to the aggregate amount of the loan reserve balances that are transferred to Purchaser at Closing. For reference purposes, the loan reserves in question shall mean the reserves as the same exist as of the Closing Date and shall include all reserves , including all required reserves for real estate taxes, insurance, capital expenditures, Nelnet rent abatement, tenant improvements and leasing fees.
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.
