Special Reserves Clause Samples

Special Reserves. In the event that the Borrowers shall be required pursuant to this Agreement to set aside adequate reserves in connection with any potential liability by depositing such amounts into the Special Reserves Account (the “Special Reserves”), the Borrowers shall provide the Calculation Agent with written notice of any such Special Reserves, and simultaneously with such notice shall deposit such Special Reserves with the Paying Agent for transfer to the Special Reserves Account. Upon the release, discharge or termination of the liability with respect to which such Special Reserves were established (including upon payment thereof with the proceeds of such Special Reserves), as established by such certificates of the Borrower Representative, invoices and other evidence as Administrative Agent may reasonably require, then provided that a Responsible Officer of the Paying Agent has not received written notice that a Default or Event of Default exists and remains uncured, Paying Agent shall disburse the amount of such Special Reserves to the Borrower Representative (as directed in writing by the Administrative Agent pursuant to Section 6.11(e)).

Special Reserves. The Corporation acknowledges and agrees that the capital of the Corporation (as such term is used in Section 154 of the Delaware General Corporation Law) in respect of the Preferred Stock and any future issuances of the Corporation’s capital stock shall be equal to the aggregate par value of such Preferred Stock or capital stock, as the case may be. The Corporation also acknowledges and agrees that it shall not create any special reserves under Section 171 of the Delaware General Corporation Law without the prior written consent of each Holder.

Special Reserves. (a) To the extent that at Closing either: (i) there exists: (A) a material defect; (B) an adverse environmental condition; or (C) a due diligence shortfall (including non-delivery of any Property Report), in each case which is identified in or arises from any of the Reports (or the non-delivery thereof); or (ii) any damage, destruction or alteration which has occurred from and including the date of the Commitment Letter with respect to improvement works in relation to the Properties or any part of the Properties whether or not covered by insurance and/or any condemnation proceedings that are pending or threatened against any part of the Properties, in each case, with respect to any Property whereby such Property would not otherwise meet the customary standards for a Securitisation of a large portfolio of properties similar in size and character to the Properties, (each, a Closing Defect) then, subject to the remainder of this Clause 5.3, Clause 4(a) and Clause 5.1(a) (Initial conditions precedent) shall be deemed to be waived to the extent necessary in respect of any document or other evidence listed in Schedule 2 (Conditions Precedent) which would otherwise not be in form and substance satisfactory to the Agent as a result of each such Closing Defect and (to the extent applicable) Clause 5.2(a) and (b) (Further conditions precedent) shall, if and only to the extent that a Default (or Event of Default) would be caused directly as a result of any such Closing Defect with respect to a Property, then that Default (or Event of Default) shall be deemed to be waived, in each case and provided that the other requirements of this Agreement for the making of the Loan are otherwise satisfied or have been waived, the Loan shall still be made. (b) The Borrower and Obligors will use commercially reasonable efforts to remedy any Closing Defect as soon as reasonably practicable following Closing. (c) The Original Lenders may, in their sole discretion: (i) designate any Closing Defect as an additional circumstance in which the Indemnitor may have potential liability under the Indemnitor Guarantee as an Additional Non-Recourse Carveout; and/or

Special Reserves. The General Partner may cause the Limited Partnership to maintain Special Reserves, which, in the reasonable opinion of the General Partner are required to be established to carry on prudently the Business. The Special Reserves will be funded by reducing the distributions, other than those to the holders of Class K Preferred Units, payable to the Partners and not by calls for capital contributions except when a reduction of distributions would otherwise be inadequate (for example in years of loss) to provide for the Special Reserves. Once the Special Reserves are drawn down to fund the purpose for which they were created, any excess or deficiency will be used to adjust the distributions or capital contributions required to maintain the Debt Ratio.

Special Reserves. The Corporation acknowledges and agrees that, on or after the date of the Purchase Agreement, it shall not increase the capital of the Corporation with respect to any shares of the Corporation’s capital stock issued and outstanding on such date.

Special Reserves. To the extent there exists or occurs with respect to the Property material defects (including any material matters disclosed by current engineering, environmental, seismic, title and zoning reports), or there are any circumstances or conditions with respect to the Property, Borrower, Sponsor or tenants at the Property that either have or would reasonably be expected to have a material adverse effect on the value of the Loan or on the obligors’ performance thereunder, as reasonably determined by Lender, then (i) Borrower shall covenant to correct such defects, including obtaining reasonable insurance coverage (to the extent available at commercially reasonable rates) promptly following the Closing Date, and (ii) Lender may establish one or more special reserves in respect thereof (“Special Reserves”), provided, that such Special Reserves together with any required Cure Payments shall not exceed the Monetary Cap Amount. For the avoidance of doubt, the Special Reserves referenced in this paragraph do not include the Unfunded Obligation Reserve and a Deferred Maintenance and Environmental Conditions Reserve described in paragraph 12 of the Term Sheet (and Lender confirms that the amount required to be reserved in the Deferred Maintenance and Environmental Conditions Reserve shall be 110% of the immediate repair items specified in the property condition report delivered to Lender by Sponsor as of the date hereof, which amount Lender confirms is zero for both the Deferred Maintenance and Environmental Conditions Reserve as of the date hereof based on such report, unless such report shall be supplemented, amended or modified with the result that there are immediate repairs in addition to those contained in the property condition report delivered to Lender by Sponsor as of the date hereof). Sponsor hereby warrants and represents that, except for the unfunded obligations and deferred maintenance items described above, it does not have knowledge of any material defects circumstances or conditions with respect to the Property, Borrower, Sponsor or tenants at the Property that would warrant Special Reserves in excess of $5 million in the aggregate. Sponsor agrees that the Monetary Cap Amount shall not apply to Special Reserves in the event that as of the date hereof Sponsor has breached the foregoing representation and warranty.