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.
Interest Reserve 8.3.1 On the date hereof, Borrower shall deposit with Lender the sum set forth on Exhibit K hereto as the Interest Reserve to be held in an account maintained at a bank designated by Lender and pledged to Lender as additional collateral for the Loan (the "Interest Reserve Account"). The Interest Reserve Account shall be an interest-bearing account and all interest earned thereon shall become part of the Interest Reserve Account for the benefit of Borrower. 8.3.2 Provided that no Event of Default shall then exist and be continuing, if, on any Payment Date, the amount then on deposit in the Monthly Debt Service Subaccount (as defined in the Cash Management Agreement), minus the amount, if any, due under Section 8.7.3 hereof, shall be less than the amount of interest then due under the Note, Lender shall disburse the amount of such deficiency from the Interest Reserve Account to pay such interest. Any such amounts so disbursed shall be deemed paid by Borrower and Borrower shall not be deemed to have failed to pay such interest for the purposes of Section 6.1.1 by reason thereof. 8.3.3 If an Event of Default has occurred and is continuing hereunder, Lender may apply all amounts on deposit in the Interest Reserve Account to the Indebtedness in such order, priority and proportions as Lender in its discretion shall deem proper. 8.3.4 Nothing contained in this paragraph shall limit the obligation of Borrower to pay interest or other amounts due under the Note or any other Loan Document. The Interest Reserve Account shall not constitute a trust fund and may not be commingled with other monies held by Lender. Upon assignment of the Note and Mortgage by Lender in their entirety, Lender's security interest in, and all other right, title and interest of Lender in and to, the funds in the Interest Reserve Account shall be transferred and assigned to the assignee and Lender shall have no further obligation with respect thereto.
Risk Retention (a) For so long as any Obligations are outstanding: (i) the Equityholder represents and undertakes to the Lenders that: (A) as an originator (as such term is defined in the Capital Requirements Regulation) for the purposes of the Retention Requirements, it holds and will retain on an on-going basis, a net economic interest in the securitization transaction contemplated by this Agreement, which shall not be less than 5% of the aggregate nominal value of all the Collateral Obligations (the “Retained Economic Interest”) measured at the time of origination (being the occasion of each origination or acquisition of a Collateral Obligation by the Borrower); (B) the Retained Economic Interest takes the form of a first loss tranche in accordance with (i) paragraph 1(d) of Article 405 of the Capital Requirements Regulation, (ii) paragraph 1(d) of Article 51 of the AIFMD Level 2 Regulation and (iii) paragraph 2(d) of Article 254 of the Solvency II Level 2 Regulation, as represented by the Equityholder’s limited liability company interest in the Borrower; (C) the Retained Economic Interest shall be based upon the original par amount of the limited liability company interests of the Borrower held by the Retention ProviderEquityholder, plus any increases in the principal amount thereof, and calculated as a percentage of the nominal value of the Collateral Obligations; (D) its retention of the Retained Economic Interest shall be measured upon each origination as described in (A) above on the basis of nominal value (without taking account of acquisition prices); (E) with respect to each Collateral Obligation that it sells or transfers to the Borrower, it shall have held such Collateral Obligation for its own account prior to selling such obligation to the Borrower; (F) it shallit shall (i) originate (ias per Section 10.24(d)(A) and (B) below) over 50% (measured by total nominal amount) of all Collateral Obligations acquired (or committed to be acquired) by the Borrower, such proportion measured on the basis of the nominal value at each respective acquisition of any Collateral Loan (other than cash or those acquired from interest proceeds) acquired by the Borrower in aggregate during the term of this Agreement and (ii) in relation tocircumstances where a Collateral Obligation is to be acquired by the Borrower that will not be acquired from a party other than the Equityholder only,, the Equityholder shall have originated over 50% (measured by total nominal amount) of all Collateral Obligations acquired (or committed to be acquired) by the Borrower, such proportion measured on the basis of the nominal value at each respective origination of all Collateral Obligations that are expected to be held by the Borrower following the settlement of any such acquisition; (G) in relation to every Collateral Obligation (other than cash) that it sells to the Borrower, it shall apply the same sound and well-defined criteria for credit-granting to such Collateral Obligations as it does to obligations to be held on its own books; (H) in relation to every Collateral Obligation (other than cash) that it sells to the Borrower in respect of which it has (x) not undertaken the original credit-granting or (y) is not active in credit-granting the specific type of obligation, it shall ensure that it obtains all the necessary information required to assess whether the credit-granting criteria that have been applied are as sound and well-defined as the credit-granting criteria it applies to non-securitized obligations, provided that the obligation in clauses (G) and (H) shall cease to apply if the Retention Requirements limit such requirements to comply with such obligation to European regulated originator and/or sponsor institutions only; and (Iand (F) the Equityholder shall not sell or enter into any credit risk mitigation, short positions or any other xxxxxx or otherwise seek to mitigate its credit risk with respect to its limited liability company interests in the Borrower (except as permitted by the Retention Requirements). (b) The Borrower and the Equityholder shall cause each Collateral Report to contain or be accompanied by a certification from the Equityholder containing a representation that all of the conditions set forth in clause (a) above are true and have been true up to and on each date of the related Collection Period. The Equityholder shall provide to the Administrative Agent, the Collateral Agent and each Lender (via the Collateral Agent’s Website): (A) prompt written notice of any breach of its obligations set forth in Section 10.24(a) (including if, for any reason, the Equityholder has ceased to hold the Retained Economic Interest at any time); and (B) all information that any such entity reasonably requests in connection with its obligations under the Retention Requirements, subject to any applicable confidentiality restrictions. (c) The Equityholder shall additionally confirm its compliance with the conditions set forth in clause (a) above to the Borrower, the Administrative Agent and/or any Lender that is subject to the Retention Requirements: (i) upon any written request by or on behalf of the Borrower (x) as a result of a material change in (x) the performance of the Advances, the risk characteristics of the transaction or the Collateral Obligations from time to time and (y) upon the occurrence of any Event of Default or becoming aware of any breach of the obligations contained in any Transaction Document; and (ii) promptly following a request by or on behalf of the Borrower, upon (x) any material amendment of any Transaction Document and (y) any additional Advances being made, in each case where the Borrower has received a request for the same from any Lender that is subject to the Retention Requirements. (d) With respect to Collateral Obligations representing more than 50% of all Collateral Obligations acquired by the Borrower, the Equityholder shall be deemed to represent that it has either: (A) purchased such Collateral Obligations in the secondary market for its own account and has retained credit and market risk in respect of such Collateral Obligation for at least 15 days on a weighted average basis before transfer to the Borrower; or (B) itself or through related entities, directly or indirectly, been involved in the original agreement which created such Collateral Obligations.
Interest Reserve Account The Certificate Administrator shall establish and maintain the Interest Reserve Account in the Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance Date occurring in January (except during a leap year) or February (commencing in 2018) (unless, in either such case, the related Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve Account, in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of days in the related month, an amount equal to one day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of each such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of each calendar year (commencing in 2018), the Certificate Administrator shall transfer to the Lower-Tier REMIC Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.
Targeted Deposits to the Accumulation Reserve Account The deposit targeted to be made to the Accumulation Reserve Subaccount for the Class A( - ) Notes for any Due Period during the Accumulation Reserve Funding Period will be an amount equal to the Targeted Accumulation Reserve Subaccount Deposit minus any amount on deposit in the Accumulation Reserve Subaccount for the Class A( - ) Notes.]
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.
Disbursements from Replacement Reserve Account (a) Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property or for costs which are to be reimbursed from the Required Repair Fund (if any). (b) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 7.3.2, disburse to Borrower amounts from the Replacement Reserve Account necessary to pay for the actual approved costs of Replacements or to reimburse Borrower therefor, upon completion of such Replacements (or, upon partial completion in the case of Replacements made pursuant to Section 7.3.2(f)) as determined by Lender. In no event shall Lender be obligated to disburse funds from the Replacement Reserve Account if a Default or an Event of Default exists. (c) Each request for disbursement from the Replacement Reserve Account shall be in a form specified or approved by Lender and shall specify (i) the specific Replacements for which the disbursement is requested, (ii) the quantity and price of each item purchased, if the Replacement includes the purchase or replacement of specific items, (iii) the price of all materials (grouped by type or category) used in any Replacement other than the purchase or replacement of specific items, and (iv) the cost of all contracted labor or other services applicable to each Replacement for which such request for disbursement is made. With each request Borrower shall certify that all Replacements have been made in accordance with all applicable Legal Requirements of any Governmental Authority having jurisdiction over the Property to which the Replacements are being provided and, unless Lender has agreed to issue joint checks as described below, each request shall include evidence of payment of all such amounts. Each request for disbursement shall include copies of invoices for all items or materials purchased and all contracted labor or services provided. Except as provided in Section 7.3.2(e), each request for disbursement from the Replacement Reserve Account shall be made only after completion of the Replacement for which disbursement is requested. Borrower shall provide Lender evidence of completion satisfactory to Lender in its reasonable judgment. (d) Borrower shall pay all invoices in connection with the Replacements with respect to which a disbursement is requested prior to submitting such request for disbursement from the Replacement Reserve Account or, at the request of Borrower, Lender will issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with a Replacement. In the case of payments made by joint check, Lender may require a waiver of lien from each Person receiving payment prior to Lender's disbursement from the Replacement Reserve Account. In addition, as a condition to any disbursement, Lender may require Borrower to obtain lien waivers from each contractor, supplier, materialman, mechanic or subcontractor who receives payment in an amount equal to or greater than $100,000 for completion of its work or delivery of its materials. Any lien waiver delivered hereunder shall conform to the requirements of applicable law and shall cover all work performed and materials supplied (including equipment and fixtures) for the Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, in the event that payment to such contractor, supplier, subcontractor, mechanic or materialmen is to be made by a joint check, the release of lien shall be effective through the date covered by the previous release of funds request). (e) If (i) the cost of a Replacement exceeds $100,000, (ii) the contractor performing such Replacement requires periodic payments pursuant to terms of a written contract, and (iii) Lender has approved in writing in advance such periodic payments, a request for reimbursement from the Replacement Reserve Account may be made after completion of a portion of the work under such contract, provided (A) such contract requires payment upon completion of such portion of the work, (B) the materials for which the request is made are on site at the Property and are properly secured or have been installed in the Property, (C) all other conditions in this Agreement for disbursement have been satisfied, (D) funds remaining in the Replacement Reserve Account are, in Lender's judgment, sufficient to complete such Replacement and other Replacements when required, and (E) if required by Lender, each contractor or subcontractor receiving payments under such contract shall provide a waiver of lien with respect to amounts which have been paid to that contractor or subcontractor. (f) Borrower shall not make a request for disbursement from the Replacement Reserve Account more frequently than once in any calendar month and (except in connection with the final disbursement) the total cost of all Replacements in any request shall not be less than $5,000.00.
Availability Reserves All Revolving Loans otherwise available to Borrower pursuant to the lending formulas and subject to the Maximum Credit and other applicable limits hereunder shall be subject to Lender's continuing right to establish and revise Availability Reserves.
Reserve Account Draw Amount On or before two Business Days before a Payment Date, the Servicer will calculate the Reserve Account Draw Amount for the Payment Date and will direct the Indenture Trustee to withdraw from the Reserve Account and deposit the Reserve Account Draw Amount into the Collection Account on or before the Payment Date.
Credit Risk Retention The Seller shall retain, either directly or through a “majority-owned affiliate” (as such term is defined in 17 CFR Part 246.2) of the Seller, an economic interest in the Receivables in accordance with 17 CFR Part 246.4, and shall not, and shall cause any such majority-owned affiliate to not, sell, pledge or hedge such interest except as is permissible under 17 CFR Part 246.12.