Common use of Borrowing Base Reserves; Changes to Borrowing Base Reserves Clause in Contracts

Borrowing Base Reserves; Changes to Borrowing Base Reserves. (a) The initial Borrowing Base Reserves as of the Closing Date are those set forth in the Borrowing Base Certificate delivered to the Administrative Agent on the Closing Date pursuant to Section 7.12 hereof. (b) The Administrative Agent may hereafter establish additional Borrowing Base Reserves or change any of the Borrowing Base Reserves in effect on the Closing Date, in the exercise of its Permitted Discretion; provided that such Borrowing Base Reserves shall not be established or changed except upon not less than five (5) Business Days’ prior written notice to the Borrower Representative (during which period the Administrative Agent shall be available to discuss any such proposed Borrowing Base Reserve with the Borrower Representative); provided further that no such prior notice shall be required (1) if a Specified Default has occurred and is continuing or (2) for changes to any Borrowing Base Reserves resulting solely by virtue of mathematical calculations of the amount of the Borrowing Base Reserve in accordance with the methodology of calculation previously utilized. Upon delivery of a notice described above, the Credit Parties may take such action as may be required so that the event, condition, circumstance or new fact that is the basis for such Borrowing Base Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent. (c) The amount of any Borrowing Base Reserve established by the Administrative Agent shall have a reasonable relationship as determined by the Administrative Agent in its Permitted Discretion to the event, condition or other matter that is the basis for such Borrowing Base Reserve. Notwithstanding anything herein to the contrary, (i) a Borrowing Base Reserve shall not be established to the extent it is duplicative of any specific item excluded as ineligible in the definitions of Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit and Eligible Trade Receivables, but the Administrative Agent shall retain the right, subject to the requirements of this clause (c), to establish a Borrowing Base Reserve with respect to prospective changes in Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit or Eligible Trade Receivables that may reasonably be anticipated and (ii) circumstances, conditions, events or contingencies existing or arising prior to the Closing Date of which the Administrative Agent had knowledge as of the Closing Date shall not be the basis for the establishment of Borrowing Base Reserves unless the Administrative Agent establishes such Borrowing Base Reserves on or prior to the Closing Date (subject to the notice requirements of the above clause (b)) or such circumstances, conditions, events or contingencies shall have changed in a manner adverse to the Administrative Agent and the Lenders since the Closing Date; provided, for greater certainty, that this clause (ii) shall not limit or prohibit any Borrowing Base Reserve in respect of any Borrowing Base Party or the ABL Priority Collateral in respect of any Relevant Jurisdiction following the Closing Date that was not expressly included in the definition of Relevant Jurisdiction on the Closing Date.

Borrowing Base Reserves; Changes to Borrowing Base Reserves. (a) The initial Borrowing Base Reserves as of the Seventh Closing Date are those set forth in the Borrowing Base Certificate delivered to the Administrative Agent on the Seventh Closing Date pursuant to Section 7.12 14.24(b)(ix) hereof. (b) The Administrative Agent may hereafter establish additional Borrowing Base Reserves or change any of the Borrowing Base Reserves in effect on the Seventh Closing Date, in the exercise of its Permitted Discretion; provided that such Borrowing Base Reserves shall not be established or changed except upon not less than five (5) Business Days’ ' prior written notice to the Borrower Representative (during which period the Administrative Agent shall be available to discuss any such proposed Borrowing Base Reserve with the Borrower Representative); provided further that no such prior notice shall be required (1) if a Specified Default has occurred and is continuing or (2) for changes to any Borrowing Base Reserves resulting solely by virtue of mathematical calculations of the amount of the Borrowing Base Reserve in accordance with the methodology of calculation previously utilized. Upon delivery of a notice described above, the Credit Parties may take such action as may be required so that the event, condition, circumstance or new fact that is the basis for such Borrowing Base Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent. (c) The amount of any Borrowing Base Reserve established by the Administrative Agent shall have a reasonable relationship as determined by the Administrative Agent in its Permitted Discretion to the event, condition or other matter that is the basis for such Borrowing Base Reserve. Notwithstanding anything herein to the contrary, (i) a Borrowing Base Reserve shall not be established to the extent it is duplicative of any specific item excluded as ineligible in the definitions of Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit and Eligible Trade Receivables, but the Administrative Agent shall retain the right, subject to the requirements of this clause (c), to establish a Borrowing Base Reserve with respect to prospective changes in Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit or Eligible Trade Receivables that may reasonably be anticipated and (ii) circumstances, conditions, events or contingencies existing or arising prior to the Closing Date of which the Administrative Agent had knowledge as of the Closing Date shall not be the basis for the establishment of Borrowing Base Reserves unless the Administrative Agent establishes such Borrowing Base Reserves on or prior to the Closing Date (subject to the notice requirements of the above clause (b)) or such circumstances, conditions, events or contingencies shall have changed in a manner adverse to the Administrative Agent and the Lenders since the Closing Date; provided, for greater certainty, that this clause (ii) shall not limit or prohibit any Borrowing Base Reserve in respect of any Borrowing Base Party or the ABL Priority Collateral in respect of any Relevant Jurisdiction following the Closing Date that was not expressly included in the definition of Relevant Jurisdiction on the Closing Date.

Borrowing Base Reserves; Changes to Borrowing Base Reserves. (a) The initial Borrowing Base Reserves as of the Sixth Closing Date are those set forth in the Borrowing Base Certificate delivered to the Administrative Agent on the Sixth Closing Date pursuant to Section 7.12 14.24(b)(ix) hereof. (b) The Administrative Agent may hereafter establish additional Borrowing Base Reserves or change any of the Borrowing Base Reserves in effect on the Sixth Closing Date, in the exercise of its Permitted Discretion; provided that such Borrowing Base Reserves shall not be established or changed except upon not less than five (5) Business Days’ prior written notice to the Borrower Representative (during which period the Administrative Agent shall be available to discuss any such proposed Borrowing Base Reserve with the Borrower Representative); provided further that no such prior notice shall be required (1) if a Specified Default has occurred and is continuing or (2) for changes to any Borrowing Base Reserves resulting solely by virtue of mathematical calculations of the amount of the Borrowing Base Reserve in accordance with the methodology of calculation previously utilized. Upon delivery of a notice described above, the Credit Parties may take such action as may be required so that the event, condition, circumstance or new fact that is the basis for such Borrowing Base Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent. (c) The amount of any Borrowing Base Reserve established by the Administrative Agent shall have a reasonable relationship as determined by the Administrative Agent in its Permitted Discretion to the event, condition or other matter that is the basis for such Borrowing Base Reserve. Notwithstanding anything herein to the contrary, (i) a Borrowing Base Reserve shall not be established to the extent it is duplicative of any specific item excluded as ineligible in the definitions of Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit and Eligible Trade Receivables, but the Administrative Agent shall retain the right, subject to the requirements of this clause (c), to establish a Borrowing Base Reserve with respect to prospective changes in Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit or Eligible Trade Receivables that may reasonably be anticipated and (ii) circumstances, conditions, events or contingencies existing or arising prior to the Closing Date of which the Administrative Agent had knowledge as of the Closing Date shall not be the basis for the establishment of Borrowing Base Reserves unless the Administrative Agent establishes such Borrowing Base Reserves on or prior to the Closing Date (subject to the notice requirements of the above clause (b)) or such circumstances, conditions, events or contingencies shall have changed in a manner adverse to the Administrative Agent and the Lenders since the Closing Date; provided, for greater certainty, that this clause (ii) shall not limit or prohibit any Borrowing Base Reserve in respect of any Borrowing Base Party or the ABL Priority Collateral in respect of any Relevant Jurisdiction following the Closing Date that was not expressly included in the definition of Relevant Jurisdiction on the Closing Date.

Borrowing Base Reserves; Changes to Borrowing Base Reserves. (a) The initial Borrowing Base Reserves as of the Fourth Closing Date are those set forth in the Borrowing Base Certificate delivered to the Administrative Agent on the Fourth Closing Date pursuant to Section 7.12 14.24(b)(ix) hereof. (b) The Administrative Agent may hereafter establish additional Borrowing Base Reserves or change any of the Borrowing Base Reserves in effect on the Fourth Closing Date, in the exercise of its Permitted Discretion; provided that such Borrowing Base Reserves shall not be established or changed except upon not less than five (5) Business Days’ prior written notice to the Borrower Representative (during which period the Administrative Agent shall be available to discuss any such proposed Borrowing Base Reserve with the Borrower Representative); provided further that no such prior notice shall be required (1) if a Specified Default has occurred and is continuing or (2) for changes to any Borrowing Base Reserves resulting solely by virtue of mathematical calculations of the amount of the Borrowing Base Reserve in accordance with the methodology of calculation previously utilized. Upon delivery of a notice described above, the Credit Parties may take such action as may be required so that the event, condition, circumstance or new fact that is the basis for such Borrowing Base Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent. (c) The amount of any Borrowing Base Reserve established by the Administrative Agent shall have a reasonable relationship as determined by the Administrative Agent in its Permitted Discretion to the event, condition or other matter that is the basis for such Borrowing Base Reserve. Notwithstanding anything herein to the contrary, (i) a Borrowing Base Reserve shall not be established to the extent it is duplicative of any specific item excluded as ineligible in the definitions of Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit and Eligible Trade Receivables, but the Administrative Agent shall retain the right, subject to the requirements of this clause (c), to establish a Borrowing Base Reserve with respect to prospective changes in Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit or Eligible Trade Receivables that may reasonably be anticipated and (ii) circumstances, conditions, events or contingencies existing or arising prior to the Closing Date of which the Administrative Agent had knowledge as of the Closing Date shall not be the basis for the establishment of Borrowing Base Reserves unless the Administrative Agent establishes such Borrowing Base Reserves on or prior to the Closing Date (subject to the notice requirements of the above clause (b)) or such circumstances, conditions, events or contingencies shall have changed in a manner adverse to the Administrative Agent and the Lenders since the Closing Date; provided, for greater certainty, that this clause (ii) shall not limit or prohibit any Borrowing Base Reserve in respect of any Borrowing Base Party or the ABL Priority Collateral in respect of any Relevant Jurisdiction following the Closing Date that was not expressly included in the definition of Relevant Jurisdiction on the Closing Date.