Borrowing Base; Reserves. The Borrowing Base shall be determined by Lender (including the eligibility of Accounts) based on the most recent Borrowing Base Certificate delivered to Lender in accordance with Section 4.1(e) and such other information available to Lender. The Revolving Credit Loan shall be subject to Lender’s continuing right to withhold from Borrowing Availability reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Lender’s good faith credit judgment such reserves are necessary, including to protect Lender’s interest in the Collateral or to protect Lender against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any Taxes or any amounts due any landlord, lessor or any other Person by Borrower or in respect of any state of facts that could constitute a Default. Lender may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts that would otherwise be Eligible Accounts so as to reduce the Borrowing Base by the amount of the intended reserves.
Borrowing Base; Reserves. The Borrowing Base of each Borrower shall ------------------------ be determined by Lender (including the eligibility of Accounts and Inventory) based on the most recent Borrowing Base Certificate delivered to Lender in accordance with Section 4.1(b) and such other information available to Lender. Without limiting any other rights and remedies of Lender hereunder or under the other Loan Documents, the Revolving Credit Loan shall be subject to Lender's continuing right to withhold from any Borrower's Borrowing Availability reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Lender's good faith credit judgment such reserves are necessary, including to protect Lender's interest in the Collateral or to protect Lender against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any Taxes or in respect of any state of facts which could constitute a Default. Lender may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts or Inventory which would otherwise be Eligible Accounts or Eligible Inventory, as the case may be, so as to reduce any Borrower's Borrowing Base by the amount of the intended reserves.
Borrowing Base; Reserves. The Borrowing Base shall be determined by Lender (including the eligibility of Accounts and Inventory) based on the most recent Borrowing Base Certificate delivered to Lender in accordance with Section 4.1(a) and such other information available to Lender. The Revolving Credit Loan shall be subject to Xxxxxx’s continuing right to withhold from Borrowing Availability reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Lender’s good faith credit judgment such reserves are necessary, including to protect Lender’s interest in the Collateral or to protect Lender against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any Taxes or in respect of any state of facts which could constitute a Default. Lender may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts or Inventory which would otherwise be Eligible Accounts or Eligible Inventory, as the case may be, so as to reduce the Borrowing Base by the amount of the intended reserves. For greater certainty, and without limiting the Lender’s ability to implement any other reserves, the Credit Parties agree that the lender shall withhold from Borrowing Availability a reserve in an amount (which may not be less than zero) equal to the aggregate amount of outstanding leases as of December 7, 2022, under the RBC Lease Facility as of the most recent appraisal accepted by the Lender, less (i) cash balance in the Reserve Account, and (ii) the aggregate final net orderly liquidation value (as determined by an appraisal firm acceptable to Lender) of the Equipment that is subject to a first priority perfected security interest in favour of the Lender.
Borrowing Base; Reserves. At the time of any determination of the Borrowing Base, such reserves as the Agent may from time to time determine to establish, in the exercise of its reasonable credit judgment based upon its review of the financial information delivered pursuant to Section 5.1, the results of inspection and reviews of books and records as contemplated by Section 5.5 and other information concerning the business, operations and prospects of the Borrower.
Borrowing Base; Reserves. The Borrowing Base shall be determined by Lender (including the eligibility of Accounts and Inventory) based on the most recent Borrowing Base Certificate delivered to Lender in accordance with Section 4.1(a) and such other information available to Lender. The Revolving Credit Loan shall be subject to Lender’s continuing right to withhold from Borrowing Availability reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Lender’s good faith credit judgment such reserves are necessary, including to protect Lender’s interest in the Collateral or to protect Lender against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any Taxes or in respect of any state of facts which could constitute a Default. Lender may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts or Inventory which would otherwise be Eligible Accounts or Eligible Inventory, as the case may be, so as to reduce the Borrowing Base by the amount of the intended reserves.
Borrowing Base; Reserves. For the purposes of this defined term, “Valuation Delivery Date” shall mean the date of the delivery to the Collateral Manager of a reasonably acceptable updated Approved Valuation.
Borrowing Base; Reserves. The Domestic Borrowing Base and the Foreign Borrowing Base of each Borrower shall be determined by Lender (including the eligibility of Accounts and Inventory) based on the most recent Borrowing Base Certificates delivered to Lender in accordance with SECTION 4.1(b) and such other information available to Lender. The Domestic Revolving Credit Loan and the Foreign Revolving Credit Loan shall be subject to Lender's continuing right to withhold from any Borrower's Domestic Borrowing Availability or Leading Borrower's Foreign Borrowing Availability, as applicable, reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Lender's good faith credit judgment such reserves are necessary, including to protect Lender's interest in the Collateral or to protect Lender against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any Taxes or in respect of any state of facts which could constitute a Default. Lender may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts or Inventory which would otherwise be Eligible Domestic Accounts, Eligible Foreign Accounts, Eligible Domestic Inventory, or Eligible Export-Related Inventory, as the case may be, so as to reduce any Borrower's Domestic Borrowing Base or Foreign Borrowing Base (as the case may be) by the amount of the intended reserves. Without limiting the generality of the foregoing, Lender shall withhold from Leading Borrower's Domestic Revolving Credit Availability the Foreign Revolver Reserve, the Inventory Reserve, the Lens Reserve, and the Domestic Environmental Reserve, and Lender shall withhold from Leading Borrower's Foreign Revolving Credit Availability the Foreign Environmental Reserve.
Borrowing Base; Reserves. Notwithstanding anything to the contrary in Sections 1.01(d) or (e), Section 6.03 or elsewhere in this Agreement, the Administrative Agent and the Collateral Agent shall have the right to establish reserves by reference to the most recently delivered Borrowing Base Certificate, against any Borrowing Base in amounts which are equal to (i) sums in respect of Priority Payables (which, for the purposes of calculating the applicable Borrowing Base at each time such a calculation is required to be made hereunder, shall, until a subsequent readjustment is required as described herein, be that amount which appears on the Borrowing Base Certificate delivered on the Initial Borrowing Date and then, to the extent the Administrative Agent determines in its Permitted Discretion that a different amount more accurately reflects the amount of Priority Payables as of such date of determination, Priority Payables for calculation purposes shall thereafter be such different amount) that the respective U.S. ABL Borrowers or Foreign Borrowing Base ABL Subsidiary Guarantors are or will be required to pay, (ii) Hedge Product Reserves, (iii) Dilution Reserves, and (iv) other reserves as the Administrative Agent or the Collateral Agent in its respective Permitted Discretion shall deem necessary or appropriate (including, without limitation, reserves with respect to (x) taxes, priority claims of employees, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, an Unpaid Supplier Reserve and a Rent Reserve against Eligible Inventory included in any Borrowing Base), (y) Insolvency Administrator Reserves, and (z) amounts owing by the respective Borrowers or their respective 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 the Administrative Agent or the Collateral Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Priority Payables or other Liens or trusts in favor of employees, 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); provided, however, that the Administrative Agent or the Collateral Agent may not implement reserves with respect to matt...
Borrowing Base; Reserves. The Borrowing Base shall be determined by Lender (including the eligibility of Accounts) based on information available to Lender. The Revolving Credit Loan shall be subject to Lender's continuing right to withhold from Borrowing Availability pursuant to Section 1.2(f).
Borrowing Base; Reserves. The Borrowing Base shall be determined by Lender (including the eligibility of Accounts and Inventory) based on the most recent Borrowing Base Certificate delivered to Lender in accordance with Section 4.1 (b) and such other information available to Lender. Without limiting any other rights and remedies of Lender hereunder or under the other Loan Documents, the Revolving Credit Loan shall be subject to Lenders continuing right to withhold from Borrowing Availability reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Lender's good faith credit judgment such reserves are necessary, including to protect Lender's interest in the Collateral or to protect Lender against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Inventory or possible non-payment of any of the Obligations or for any taxes or customs duties or in respect of any state of facts which could constitute a Default. Lender may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts or Inventory which would otherwise
