Other Reserves. Anything to the contrary in this Credit Agreement notwithstanding, the Administrative Agent reserves the right, in consultation with the Borrowers (but without their consent) and upon ten (10) Business Days notice to the Borrowers, without declaring an Event of Default, to change eligibility criteria contained in the definitions of Eligible Credit Card Receivables and Eligible Inventory, to change and/or establish reserves taken in respect of Eligible Inventory and Eligible Credit Card Receivables from time to time and/or to reduce the advance rates against the Aggregate Borrowing Base or any components thereof in such amounts, and with respect to such matters, as the Administrative Agent in its reasonable discretion exercised in a commercially reasonable manner shall deem necessary or appropriate, from time to time based upon the results of any collateral examination conducted pursuant to Section 8.9.2, appraisals or any other sources of information which demonstrate in the Administrative Agent's reasonable discretion exercised in a commercially reasonable manner a change in the collectability of Accounts Receivable and/or the marketability of inventory and/or other market changes affecting the value of accounts or inventory comprising the Aggregate Borrowing Base; provided that any such change in eligibility criteria, or any such change and/or establishment of reserves taken in respect of Eligible Inventory and Eligible Credit Card Receivables and/or any such reduction in the advance rates made pursuant to this paragraph shall be no more favorable to the Borrowers than as set forth in this Credit Agreement on the Closing Date without the written consent of the Required Lenders.
Appears in 2 contracts
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc), Multicurrency Revolving Credit Agreement (Borders Group Inc)
Other Reserves. Anything to the contrary in this Credit Agreement notwithstanding, the Administrative Agent reserves the right, in consultation with the Co-Borrowers (but without their consent) and upon ten (10) Business Days notice to the Co-Borrowers, without declaring an Event of Default, to change eligibility criteria contained in the definitions of Eligible Credit Card Receivables and Eligible Inventory, to change and/or establish reserves taken in respect of Eligible Inventory and Eligible Credit Card Receivables from time to time and/or to reduce the advance rates against the Aggregate Domestic Borrowing Base or any components component thereof in such amounts, and with respect to such matters, as the Administrative Agent in its reasonable discretion exercised in a commercially reasonable manner shall deem necessary or appropriate, from time to time based upon the results of any collateral examination conducted pursuant to Section 8.9.2, appraisals or any other sources of information which demonstrate in the Administrative Agent's reasonable discretion exercised in a commercially reasonable manner a change in the collectability of Accounts Receivable and/or the marketability of inventory and/or other market changes affecting the value of accounts or inventory comprising the Aggregate Domestic Borrowing Base; provided that any such change in eligibility criteria, or any such change and/or establishment of reserves taken in respect of Eligible Inventory and Eligible Credit Card Receivables and/or any such reduction in the advance rates made pursuant to this paragraph shall be no more favorable to the Co-Borrowers than as set forth in this Credit Agreement on the Closing Date without the written consent of the Required Lenders. Domestic Lending Office. Initially, the office of each Lender designated as such in Schedule 1 hereto; thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans.
Appears in 2 contracts
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc), Multicurrency Revolving Credit Agreement (Borders Group Inc)