Common use of Availability Reserves Clause in Contracts

Availability Reserves. Notwithstanding anything to the contrary in Section 2.2(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish Availability Reserves in such amounts, and with respect to such matters, as the Administrative Agent, in its Permitted Discretion, shall deem necessary or appropriate, against the Borrowing Base, including reserves with respect to (i) sums that the Borrowers are or will be required to pay or remit (such as taxes (including payroll and sales taxes), assessments, insurance premiums, employee withholdings and remittances or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the Borrowers or, without duplication, their respective Restricted Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens in the ABL Priority Collateral granted in the Collateral Documents (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 ABL Priority Collateral; provided that (w) with respect to any Availability Reserve (other than any Designated Hedging Reserves or Designated Cash Management Reserves), the Administrative Agent shall have provided the Borrower Representative reasonable advance notice of any such establishment (it being understood and agreed that five Business Days’ advance notice shall be deemed reasonable for the purposes of this clause (w)); provided that (A) no Borrower may obtain any new Revolving Loans (including Swing Line Loans) or Letters of Credit to the extent that any such Revolving Loan (including Swing Line Loans) or Letter of Credit would cause the Total Utilization of Revolving Commitments exceed the lesser of (i) Revolving Commitments and (ii) the Borrowing Base (based on the Borrowing Base Certificate last delivered), in each case, after giving effect to the establishment or increase of such Availability Reserve as set forth in such notice; (B) no such prior notice shall be required during the continuance of any Event of Default; (C) no such prior notice shall be required with respect to any Availability Reserve established in respect of any Lien that has priority over the Collateral Agent’s Liens on the ABL Priority Collateral; and (D) with respect to any Designated Hedging Reserves or Designated Cash Management Reserves, (i) the Administrative Agent may establish such Designated Hedging Reserves or Designated Cash Management Reserves pursuant to Section 10.24 immediately upon receiving notice in writing from the Borrower Representative of a Designated Hedging Agreement or a Designated Cash Management Agreement, as applicable, and (ii) the Administrative Agent shall increase, reduce or eliminate the amount of any existing Designated Hedging Reserve or existing Designated Cash Management Reserve, as applicable, immediately upon receiving written notice of any adjustment to the amount of such existing Designated Hedging Reserve or existing Designated Cash Management Reserve, as applicable, from the Borrower Representative pursuant to the last sentence of Section 10.24 (provided that the Administrative Agent shall not be obligated to establish or increase any Designated Hedging Reserve or Designated Cash Management Reserve if at the time of, and after give effect to, such establishment or increase, the aggregate amount of Excess Availability would be less than zero); and provided, further, that the Administrative Agent may only establish an Availability Reserve after the Closing Date (x) based on an event, condition or other circumstance arising after the Closing Date (which shall, for the avoidance of doubt, exclude any Designated Cash Management Reserve or any Designated Hedging Reserve) or (y) based on an event, condition or other circumstance existing on the Closing Date to the extent the Administrative Agent had no knowledge thereof on or prior to the Closing Date (including, for the avoidance of doubt, in the case any event, condition or other circumstance related to COVID-19 and the impacts related thereto which occurs on or after the Closing Date, to the extent that such event, condition or other circumstance adversely impacts the Credit Parties to a greater extent than on or prior to the Closing Date). The amount of any such Availability Reserve shall have a reasonable relationship to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss any proposed Availability Reserve, and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (unless there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Availability Reserve established pursuant to such event, condition or other matter, shall be discontinued. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts”.

Availability Reserves. Notwithstanding anything Without limiting any other rights and remedies of Agents or Lenders hereunder or under the other Financing Agreements, all Loans and Letter of Credit Accommodations otherwise available to Borrower shall be subject to the contrary in Section 2.2(a) or elsewhere in this Agreementright of Agents from time to time, the Administrative Agent shall have the right to establish and revise in good faith reserves reducing the amount of Loans and Letter of Credit Accommodations that would otherwise be available to Borrower (“Availability Reserves in such amountsReserves”): (a) to reflect events, and with respect to such mattersconditions or contingencies that, as determined by the Administrative AgentAgents in good faith, in its Permitted Discretion, shall deem necessary adversely affect or appropriate, against the Borrowing Base, including reserves with respect to have a reasonable likelihood of adversely affecting either (i) sums that the Borrowers are Collateral or will any other property which is security for the Obligations, its value or the amount which may be required to pay or remit (such as taxes (including payroll and sales taxes), assessments, insurance premiums, employee withholdings and remittances or, in realized by Collateral Agent from the case of leased assets, rents sale or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the Borrowers or, without duplication, their respective Restricted Subsidiaries to any Person to the extent secured by a Lien ondisposition thereof, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens in the ABL Priority Collateral granted in the Collateral Documents (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 ABL Priority Collateral; provided that (w) with respect to any Availability Reserve (other than any Designated Hedging Reserves or Designated Cash Management Reserves), the Administrative Agent shall have provided the Borrower Representative reasonable advance notice of any such establishment (it being understood and agreed that five Business Days’ advance notice shall be deemed reasonable for the purposes of this clause (w)); provided that (A) no Borrower may obtain any new Revolving Loans (including Swing Line Loans) or Letters of Credit to the extent that any such Revolving Loan (including Swing Line Loans) or Letter of Credit would cause the Total Utilization of Revolving Commitments exceed the lesser of (i) Revolving Commitments and (ii) the Borrowing Base assets or financial condition of Borrower or any Obligor, or (based on iii) the Borrowing Base Certificate last deliveredsecurity interests and other rights of Collateral Agent in the Collateral (including the enforceability, perfection and priority thereof), or (b) to reflect either Agent’s good faith belief that any collateral report or financial information furnished by or on behalf of Borrower or any Obligor to Agents is or may have been incomplete, inaccurate or misleading in each caseany material respect, after giving effect to the establishment or increase of such Availability Reserve as set forth in such notice; (Bc) no such prior notice shall be required during the continuance of any Event of Default; (C) no such prior notice shall be required with respect to any Availability Reserve established in respect of any Lien that has priority over the Collateral Agent’s Liens state of facts which either Agent determines in good faith constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default, or (d) to reflect inventory shrinkage (as reflected on the ABL Priority Collateral; and (D) with respect to any Designated Hedging Reserves or Designated Cash Management Reserves, (i) the Administrative Agent may establish such Designated Hedging Reserves or Designated Cash Management Reserves most recent financial statements delivered pursuant to Section 10.24 immediately upon receiving notice in writing from the Borrower Representative of a Designated Hedging Agreement 9.6(a)(i)), or a Designated Cash Management Agreement, as applicable, and (iie) the Administrative Agent shall increase, reduce or eliminate the amount of any existing Designated Hedging Reserve or existing Designated Cash Management Reserve, as applicable, immediately upon receiving written notice of any adjustment to the amount of such existing Designated Hedging Reserve or existing Designated Cash Management Reserve, as applicable, from the Borrower Representative pursuant to the last sentence of Section 10.24 (provided that the Administrative Agent shall not be obligated to establish or increase any Designated Hedging Reserve or Designated Cash Management Reserve if at the time of, and after give effect to, such establishment or increase, reflect the aggregate amount of deposits, if any, received by Borrower from its retail customers in respect of unfilled orders, or (f) to reflect amounts due or to become due in respect of sales, use and/or withholding taxes, provided, that, an Availability Reserve pursuant to this Section 2.3(f) will only be established if (i) Excess Availability would (without giving effect to any reserve for such amounts) shall be less than zero); and provided$1,000,000, further, that the Administrative Agent may only establish or (ii) an Availability Reserve after the Closing Date (x) based on an eventEvent of Default or act, condition or other circumstance arising after the Closing Date (which shall, for the avoidance of doubt, exclude any Designated Cash Management Reserve or any Designated Hedging Reserve) or (y) based on an event, condition or other circumstance existing on the Closing Date to the extent the Administrative Agent had no knowledge thereof on or prior to the Closing Date (including, for the avoidance of doubt, in the case any event, condition or other circumstance related to COVID-19 and the impacts related thereto which occurs on or after the Closing Date, to the extent that such event, condition or other circumstance adversely impacts the Credit Parties to a greater extent than on or prior to the Closing Date). The amount of any such Availability Reserve shall have a reasonable relationship to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss any proposed Availability Reserve, and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (unless there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Availability Reserve established pursuant to such event, condition or other matter, shall be discontinued. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts”.

Availability Reserves. Notwithstanding anything All Loans otherwise available to Borrower --------------------- pursuant to the contrary in Section 2.2(a) or elsewhere in this Agreementlending formulas and subject to the Maximum Credit and other applicable limits hereunder, the Administrative Agent shall have the be subject to Agent's continuing right to establish and revise Availability Reserves in such amounts, Reserves. Without limiting any other rights or remedies of Agent and Lender under this Agreement or any of the other Financing Agreements with respect to such mattersthe establishment of Availability Reserves or otherwise, as subject to the Administrative Agentprovisions of Section 1.22(c)(i) hereof, Agent may establish and revise Availability Reserves to reflect: (a) inventory shrinkage; (b) reserves in its Permitted Discretionrespect of markdowns, shall deem necessary or appropriate, against "kick-outs" (arising from the Borrowing Base, including reserves with respect to (i) sums that the Borrowers sale of items of Inventory which are or will be required to pay or remit (such as taxes (including payroll and sales taxes), assessments, insurance premiums, employee withholdings and remittances or, not reflected in the case perpetual inventory records maintained by Borrower) and cost variances (pursuant to discrepancies between the purchase order price of leased assetsInventory and the actual cost thereof); (c) the aggregate amount of deposits, rents if any, received by Borrower from its retail customers in respect of unfilled orders for merchandise; (d) amounts due or to become due in respect of sales, use and/or withholding taxes; (e) any rental payments, service charges or other amounts payable under due to lessors of real or personal property to the extent Inventory or Records are located in or on property or such leases) and have not yet paid and Records are needed to monitor or otherwise deal with the Collateral; (iif) amounts owing by Borrower to Credit Card Issuers or Credit Card Processors in connection with the Borrowers orCredit Card Agreements; (g) increase in the number of days of the turnover of Inventory or a deterioration in its nature, without duplication, their respective Restricted Subsidiaries to any Person quality or mix (but only to the extent secured not addressed by the lending formulas in a Lien on, or trust over, manner satisfactory to Agent) and (h) at any of time after the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative next field examination by Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens in the ABL Priority Collateral granted in the Collateral Documents (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 ABL Priority Collateral; provided that (w) with respect to any Availability Reserve (other than any Designated Hedging Reserves or Designated Cash Management Reserves)the Collateral, variances between the Administrative perpetual inventory records of Borrower and the results of the test counts of Inventory conducted by Agent shall have provided the Borrower Representative reasonable advance notice of any such establishment (it being understood and agreed that five Business Days’ advance notice shall be deemed reasonable for the purposes of this clause (w)); provided that (A) no Borrower may obtain any new Revolving Loans (including Swing Line Loans) or Letters of Credit to the extent that any such Revolving Loan (including Swing Line Loans) or Letter of Credit would cause the Total Utilization of Revolving Commitments exceed the lesser of (i) Revolving Commitments and (ii) the Borrowing Base (based on the Borrowing Base Certificate last delivered), in each case, after giving effect to the establishment or increase of such Availability Reserve as set forth in such notice; (B) no such prior notice shall be required during the continuance of any Event of Default; (C) no such prior notice shall be required with respect to any Availability Reserve established thereto in respect of any Lien that has priority over the Collateral Agent’s Liens on the ABL Priority Collateral; and (D) with respect to any Designated Hedging Reserves or Designated Cash Management Reserves, (i) the Administrative Agent may establish such Designated Hedging Reserves or Designated Cash Management Reserves pursuant to Section 10.24 immediately upon receiving notice in writing from the Borrower Representative of a Designated Hedging Agreement or a Designated Cash Management Agreement, as applicable, and (ii) the Administrative Agent shall increase, reduce or eliminate the amount of any existing Designated Hedging Reserve or existing Designated Cash Management Reserve, as applicable, immediately upon receiving written notice of any adjustment to the amount of such existing Designated Hedging Reserve or existing Designated Cash Management Reserve, as applicable, from the Borrower Representative pursuant to the last sentence of Section 10.24 (provided that the Administrative Agent shall not be obligated to establish or increase any Designated Hedging Reserve or Designated Cash Management Reserve if at the time of, and after give effect to, such establishment or increase, the aggregate amount of Excess Availability would be less than zero); and provided, further, that the Administrative Agent may only establish an Availability Reserve after the Closing Date (x) based on an event, condition or other circumstance arising after the Closing Date (which shall, for the avoidance of doubt, exclude any Designated Cash Management Reserve or any Designated Hedging Reserve) or (y) based on an event, condition or other circumstance existing on the Closing Date to the extent the Administrative Agent had no knowledge thereof on or prior to the Closing Date (including, for the avoidance of doubt, in the case any event, condition or other circumstance related to COVID-19 and the impacts related thereto which occurs on or after the Closing Date, to the extent that such event, condition or other circumstance adversely impacts the Credit Parties to a greater extent than on or prior to the Closing Date). The amount of any such Availability Reserve shall have a reasonable relationship to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss any proposed Availability Reserve, and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right excess of the Administrative Agent percentage acceptable to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (unless there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Availability Reserve established pursuant to such event, condition or other matter, shall be discontinued. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts”Agent.

Availability Reserves. Notwithstanding anything Without limiting any other rights and remedies of Lender hereunder or under the other Financing Agreements, all Loans and Letter of Credit Accommodations otherwise available to Borrower shall be subject to the contrary right of Lender to from time to time establish and revise in Section 2.2(agood faith reserves reducing the amount of Loans and Letter of Credit Accommodations that would otherwise be available to Borrower ("Availability Reserves"): (a) to reflect events, conditions or elsewhere in this Agreement, the Administrative Agent shall have the right to establish Availability Reserves in such amounts, and with respect to such matterscontingencies that, as determined by Lender in the Administrative Agentexercise of its good faith judgment, in its Permitted Discretion, shall deem necessary adversely affect or appropriate, against the Borrowing Base, including reserves with respect to have a reasonable likelihood of adversely affecting either (i) sums that the Borrowers are Collateral or will any other property which is security for the Obligations, its value or the amount which may be required to pay or remit (such as taxes (including payroll and sales taxes), assessments, insurance premiums, employee withholdings and remittances or, in realized by Lender from the case of leased assets, rents sale or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the Borrowers or, without duplication, their respective Restricted Subsidiaries to any Person to the extent secured by a Lien ondisposition thereof, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens in the ABL Priority Collateral granted in the Collateral Documents (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 ABL Priority Collateral; provided that (w) with respect to any Availability Reserve (other than any Designated Hedging Reserves or Designated Cash Management Reserves), the Administrative Agent shall have provided the Borrower Representative reasonable advance notice of any such establishment (it being understood and agreed that five Business Days’ advance notice shall be deemed reasonable for the purposes of this clause (w)); provided that (A) no Borrower may obtain any new Revolving Loans (including Swing Line Loans) or Letters of Credit to the extent that any such Revolving Loan (including Swing Line Loans) or Letter of Credit would cause the Total Utilization of Revolving Commitments exceed the lesser of (i) Revolving Commitments and (ii) the Borrowing Base assets or financial condition of Borrower, or (based on iii) the Borrowing Base Certificate last deliveredsecurity interests and other rights of Lender in the Collateral (including the enforceability, perfection and priority thereof), or (b) to reflect Lender's good faith belief that any collateral report or financial information furnished by or on behalf of Borrower to Lender is or may have been incomplete, inaccurate or misleading in each caseany material respect, after giving effect to the establishment or increase of such Availability Reserve as set forth in such notice; (Bc) no such prior notice shall be required during the continuance of any Event of Default; (C) no such prior notice shall be required with respect to any Availability Reserve established in respect of any Lien that has priority over the Collateral Agent’s Liens on the ABL Priority Collateral; and state of facts which Lender determines in good faith constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default, or (Dd) with respect to any Designated Hedging Reserves reflect inventory shrinkage, or Designated Cash Management Reserves, (ie) the Administrative Agent may establish such Designated Hedging Reserves or Designated Cash Management Reserves pursuant to Section 10.24 immediately upon receiving notice in writing from the Borrower Representative of a Designated Hedging Agreement or a Designated Cash Management Agreement, as applicable, and (ii) the Administrative Agent shall increase, reduce or eliminate the amount of any existing Designated Hedging Reserve or existing Designated Cash Management Reserve, as applicable, immediately upon receiving written notice of any adjustment to the amount of such existing Designated Hedging Reserve or existing Designated Cash Management Reserve, as applicable, from the Borrower Representative pursuant to the last sentence of Section 10.24 (provided that the Administrative Agent shall not be obligated to establish or increase any Designated Hedging Reserve or Designated Cash Management Reserve if at the time of, and after give effect to, such establishment or increase, reflect the aggregate amount of Excess Availability would be less than zero); and provideddeposits, furtherif any, that received by Borrower from its customers, or (f) to reflect amounts due or to become due in respect of sales, use and/or withholding taxes, or (g) to reflect amounts owing by Borrower to Credit Card Issuers or Credit Card Processors in connection with the Administrative Agent Credit Card Agreements. To the extent Lender may only revise the lending formula set forth in Section 2.1 hereof or establish new criteria or revise existing criteria for Eligible Inventory, so as to address any circumstance, condition, event or contingency in a manner satisfactory to Lender, Lender shall not establish an Availability Reserve after the Closing Date (x) based on an event, condition or other circumstance arising after the Closing Date (which shall, for the avoidance of doubt, exclude any Designated Cash Management Reserve or any Designated Hedging Reserve) or (y) based on an event, condition or other circumstance existing on the Closing Date to the extent the Administrative Agent had no knowledge thereof on or prior to the Closing Date (including, for the avoidance of doubt, in the case any event, condition or other circumstance related to COVID-19 and the impacts related thereto which occurs on or after the Closing Date, to the extent that such event, condition or other circumstance adversely impacts the Credit Parties to a greater extent than on or prior to the Closing Date)same purpose. The amount of any such Availability Reserve established by Lender shall have a reasonable relationship to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss any proposed Availability Reserve, and the Borrowers may take such action as may be required so that the event, condition or matter that which is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent reserve as determined by Lender in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (unless there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Availability Reserve established pursuant to such event, condition or other matter, shall be discontinued. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts”good faith judgment.

Availability Reserves. Notwithstanding anything All Revolving Loans otherwise available to Borrowers pursuant to the contrary in Section 2.2(a) or elsewhere in this Agreement, lending formulas and subject to the Administrative Agent Maximum Credit and other applicable limits hereunder shall have the be subject to Lender's continuing right to establish and revise Availability Reserves in such amounts, and Reserves. Without limiting any other rights or remedies of Lender under this Agreement or any of the other Financing Agreements with respect to such mattersthe establishment of Availability Reserves, Lender's default rights or remedies or otherwise, Lender may establish and revise Availability Reserves to reflect: (a) inventory shrinkage; (b) the aggregate amount of deposits, if any, received by Borrowers from its retail customers in respect of unfilled orders for merchandise; (c) at any time after a Direct Remittance Event, amounts due or to become due in respect of sales, use, personal property and/or withholding taxes, other than sales taxes that have been and remain set aside and segregated by Borrowers in a separate deposit account as the Administrative Agent, provided in its Permitted Discretion, shall deem necessary or appropriate, against the Borrowing Base, including reserves with respect to Section 6.3(c) hereof; (id) sums at any time that the Borrowers are or will be required to pay or remit (such as taxes (including payroll and sales taxes), assessments, insurance premiums, employee withholdings and remittances or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the Borrowers or, without duplication, their respective Restricted Subsidiaries to any Person to the extent secured by a Lien onExcess Availability is less than $3,000,000, or trust over, at any of time after the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens in the ABL Priority Collateral granted in the Collateral Documents (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 occurrence and to such item of the ABL Priority Collateral; provided that (w) with respect to any Availability Reserve (other than any Designated Hedging Reserves or Designated Cash Management Reserves), the Administrative Agent shall have provided the Borrower Representative reasonable advance notice of any such establishment (it being understood and agreed that five Business Days’ advance notice shall be deemed reasonable for the purposes of this clause (w)); provided that (A) no Borrower may obtain any new Revolving Loans (including Swing Line Loans) or Letters of Credit to the extent that any such Revolving Loan (including Swing Line Loans) or Letter of Credit would cause the Total Utilization of Revolving Commitments exceed the lesser of (i) Revolving Commitments and (ii) the Borrowing Base (based on the Borrowing Base Certificate last delivered), in each case, after giving effect to the establishment or increase of such Availability Reserve as set forth in such notice; (B) no such prior notice shall be required during the continuance of any an Event of Default; (C) no such prior , or the occurrence of any event or existence of any state of facts that would with notice shall be required with respect to any Availability Reserve established or passage of time or both, constitute an Event of Default, an amount in respect of rental payments or other amounts then or thereafter owed by Borrowers to lessors of their Retail Stores, equal to $1,000,000 multiplied by a fraction, the numerator of which is equal to the aggregate amount of monthly rent owed by Borrowers to the lessors of their Retail Stores from whom Lender has not received an agreement in writing, in form and substance satisfactory to Lender, acknowledging Lender's priority security interest in the Inventory, waiving security interests and claims by such lessor against the Inventory and permitting Lender access to, and the right to remain on, the premises to exercise Lender's rights and remedies and otherwise deal with the Collateral, and the denominator of which is the aggregate amount of monthly rent owed by Borrowers to their lessors for all Retail Stores; (e) at any Lien time after the occurrence and during the continuance of an Event of Default or the occurrence of any event or existence of any state of facts that has priority over would, with notice or passage of time, or both, constitute an Event of Default, amounts owing by Borrowers to Credit Card Issuers or Credit Card Processors in connection with the Collateral Agent’s Liens on the ABL Priority CollateralCredit Card Agreements; and (Df) with respect an Availability Reserve covering one hundred and five (105%) percent of that portion of the undrawn amounts under certain documentary letters of credit issued by NationsBank, N.A. for the account of One Price prior to any Designated Hedging Reserves the date hereof, that may be drawn as of or Designated Cash Management Reservesafter May 31, 1996 (ithe "May 31 Undrawn Amount"), which Availability Reserve shall be established and increased in weekly installments of $170,000 each, commencing on March 28, 1996 and on each Thursday thereafter; provided, that the weekly increases in the Availability Reserve under this clause (f) the Administrative Agent may establish such Designated Hedging Reserves or Designated Cash Management Reserves pursuant to Section 10.24 immediately upon receiving notice in writing from the Borrower Representative of a Designated Hedging Agreement or a Designated Cash Management Agreement, as applicableshall cease if, and (ii) the Administrative Agent such Availability Reserve shall increase, reduce or eliminate the amount of any existing Designated Hedging Reserve or existing Designated Cash Management Reserve, as applicable, immediately upon receiving written notice of any adjustment be reduced to the amount of such existing Designated Hedging Reserve or existing Designated Cash Management Reserveextent that, as applicable, from the Borrower Representative pursuant to the last sentence of Section 10.24 (provided that the Administrative Agent shall not be obligated to establish or increase at any Designated Hedging Reserve or Designated Cash Management Reserve if at the time of, and after give effect to, such establishment or increasetime, the aggregate amount of Excess Availability would be less than zero); and provided, further, that the Administrative Agent may only establish an Availability Reserve after the Closing Date (x) based on an event, condition or other circumstance arising after the Closing Date (which shall, for the avoidance of doubt, exclude any Designated Cash Management Reserve or any Designated Hedging Reserve) or (y) based on an event, condition or other circumstance existing on the Closing Date to the extent the Administrative Agent had no knowledge thereof on or prior to the Closing Date (including, for the avoidance of doubt, in the case any event, condition or other circumstance related to COVID-19 and the impacts related thereto which occurs on or after the Closing Date, to the extent that such event, condition or other circumstance adversely impacts the Credit Parties to a greater extent than on or prior to the Closing Date). The amount of any such Availability Reserve shall have a reasonable relationship exceeds the remaining May 31 Undrawn Amount, as advised in writing by NationsBank N.A. to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss any proposed Availability Reserve, and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (unless there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Availability Reserve established pursuant to such event, condition or other matter, shall be discontinued. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts”Lender.