Advance Rate Change Sample Clauses

Advance Rate Change. Borrowers acknowledge that Agent, from time to time, may do any one or more of the following in its discretion exercised in good faith: (i) decrease the dollar limits on outstanding advances against the Borrowing Base or percentages applicable to any one or more Inventory or Receivables advance sublimits or implement one or more additional Advance Rates with respect to Inventory or (ii) decrease the Advance Rates if, in either of the foregoing cases (i) and (ii), one or more of the following events occur or conditions exist: (a) a Default or an Event of Default has occurred; (b) with regard to the Receivables Advance Rate, (1) the dilution percentage with respect to Borrowers’ Eligible Receivables (i.e., reductions in the amount of Receivables because of returns, discounts, price adjustments, credit memoranda, credits, contras and other similar offsets) increases by an amount which Agent, in its discretion exercised in good faith, has determined is materially above that which existed as of the Closing Date or (2) the percentage of Receivables which are 90 days or more past the date of the original invoices applicable thereto increases, in comparison to the percentage of Receivables which are within 90 days from the date of the original invoices applicable thereto, by an amount which Agent, in its discretion exercised in good faith, determines is material; or (c) with respect to the Inventory Advance Rate, there occurs a material change, as determined by Agent in its discretion, in the type, quantity, or quality of Borrowers’ Eligible Inventory as the same is constituted on the Closing Date, including, without limitation, a material change, as determined by Lender in its discretion, in the Net Orderly Liquidation Value Percentage of Borrower’s Inventory by the most recent appraisal received and approved by Lender in accordance with Section 3.3.