Common use of Reserves; Change in Reserves; Decisions by Agent Clause in Contracts

Reserves; Change in Reserves; Decisions by Agent. The Administrative Agent may at any time and from time to time establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, a Required Reserve Notice shall have been given to the Borrower not later than five (5) Business Days prior to such establishment or increase; provided, further, that circumstances, conditions, events or contingencies arising prior to the Closing Date of which the Administrative Agent had knowledge prior to the Closing Date shall not be the basis for any such establishment or modification after the Closing Date. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish or change such Reserve. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Credit Card Receivable”, “Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible Letter of Credit Inventory”, “Eligible Receivable”, “Eligible Xxxxxxxx” or “Eligible Unbilled Receivables” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Receivable, any Eligible Inventory, any Eligible Credit Card Receivable, Eligible In-Transit Inventory, Eligible Letter of Credit Inventory, Eligible Xxxxxxxx, Eligible Unbilled Receivables or the Net Orderly Liquidation Value of any Eligible Inventory and vice versa.

Reserves; Change in Reserves; Decisions by Agent. (a) The Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, a any Required Reserve Notice shall have been given to the Borrower not later than five (5) Business Days prior to such establishment or increase; provided, further, that circumstances, conditions, events or contingencies arising prior to the Closing Date of which the Administrative Agent had knowledge prior to the Closing Date shall not be the basis for any such establishment or modification after the Closing DateAgent. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Borrower Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the 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 or change such Reserve, unless the Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the Borrowers. Notwithstanding anything herein to the contrary, (i) Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Credit Card Receivable”, “Eligible In-Transit Tire Inventory”, “Eligible Inventory”, “Eligible Letter of Credit Inventory”, “Eligible Receivable”, “Eligible Xxxxxxxx” or “Eligible Unbilled ReceivablesNon-Tire Inventory” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Receivable, any Eligible Inventory, Tire Inventory or any Eligible Credit Card Receivable, Eligible InNon-Transit Inventory, Eligible Letter of Credit Inventory, Eligible Xxxxxxxx, Eligible Unbilled Receivables Tire Inventory or the Net Orderly Liquidation Value of any Eligible Tire Inventory or any Eligible Non-Tire Inventory and vice versa, and (ii) Reserves deducted in computing the Canadian Borrowing Base shall not be duplicative of Reserves deducted in computing the U.S. Borrowing Base and vice versa.

Reserves; Change in Reserves; Decisions by Agent. The Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish and increase or decrease Reserves; provided that, that as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, a any Required Reserve Notice shall have been given to the Borrower not later Borrower; provided further that, other than five (5) Business Days prior to such establishment or increase; providedin the case of Bank Product Reserves, further, that circumstances, conditions, events or contingencies arising prior to the Closing Effective Date of which the Administrative Agent had actual knowledge prior to the Closing Effective Date shall not be the basis for any such establishment or modification after the Closing Effective Date. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Borrower may take such action as may be required so that the event, condition or matter that is the basis for such 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 or change such 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 new Reserve or such change no longer exists or has otherwise been adequately addressed by the Borrower. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Credit Card Receivable”, ,” “Eligible Receivable,” “Eligible In-Transit Inventory”, “Eligible Inventory”, ,” “Eligible Letter of Credit Inventory”, “Eligible Receivable”, “Eligible Xxxxxxxx” or “Eligible Unbilled ReceivablesInventory” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Receivable, any Inventory or Eligible Inventory, any Eligible Credit Card Receivable, Eligible In-Transit Inventory, Eligible Letter of Credit Inventory, Eligible Xxxxxxxx, Eligible Unbilled Receivables Receivable or the Net Orderly Liquidation Value of any Eligible Inventory and vice versa.

Reserves; Change in Reserves; Decisions by Agent. The Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, a any Required Reserve Notice shall have been given to the Borrower not later than five (5) Business Days prior Borrower; provided, however, that no such Required Reserve Notice shall be required for changes to such establishment or increaseany Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculations previously utilized; provided, further, that circumstances, conditions, events or contingencies existing or arising prior to the Closing Restatement Effective Date of which and, in each case, disclosed in writing in any field examination delivered to the Administrative Agent had knowledge in connection therewith or otherwise known to the Administrative Agent, in either case, prior to the Closing Date Restatement Effective Date, shall not be the basis for any such establishment or modification of any Reserves after the Closing Restatement Effective Date. The amount of any Reserve established by the Administrative Agent , unless such circumstances, conditions, events or contingencies shall have changed in a reasonable relationship to material respect since the event, condition or other matter that is the basis for the ReserveRestatement Effective Date. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Borrower may take such action as may be required so that the event, condition or matter that is the basis for such 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 or change such 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 new Reserve or such change no longer exists or has otherwise been adequately addressed by the Borrower. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Credit Card Receivable”, “Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible Letter of Credit Inventory”, “Eligible Receivable”, “Eligible XxxxxxxxReceivables” or “Eligible Unbilled ReceivablesInventory” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Receivable, any Eligible Inventory, any Eligible Credit Card Receivable, Eligible In-Transit Inventory, Eligible Letter of Credit Inventory, Eligible Xxxxxxxx, Eligible Unbilled Receivables or the Net Orderly Liquidation Value of any Eligible Inventory and vice versa.

Reserves; Change in Reserves; Decisions by Agent. The Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, a any Required Reserve Notice shall have been given to the Borrower not later than five (5) Business Days prior to such establishment or increase; provided, further, that circumstances, conditions, events or contingencies arising prior to the Closing Date of which the Administrative Agent had knowledge prior to the Closing Date shall not be the basis for any such establishment or modification after the Closing DateAgent. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Borrower Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the 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 or change such Reserve, unless the Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the Borrowers. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Credit Card Receivable”, “Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible Letter of Credit Inventory”, “Eligible Other Receivable”, “Eligible Xxxxxxxx” or “any category of Eligible Unbilled Receivables” Inventory and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Receivable, Receivable or any Eligible Inventory, any Eligible Credit Card Receivable, Eligible In-Transit Inventory, Eligible Letter of Credit Inventory, Eligible Xxxxxxxx, Eligible Unbilled Receivables Inventory or the Net Orderly Liquidation Value Percentage of any Eligible Inventory and vice versa.

Reserves; Change in Reserves; Decisions by Agent. The Administrative Agent may at any time and from time to time establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, a Required Reserve Notice shall have been given to the Borrower not later than five (5) Business Days prior to such establishment or increase; provided, further, that circumstances, conditions, events or contingencies arising prior to the Closing Date of which the Administrative Agent had knowledge prior to the Closing Date shall not be the basis for any such establishment or modification after the Closing Date. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish or change such Reserve. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Credit Card Receivable”, “Eligible In-Transit In‑Transit Inventory”, “Eligible Inventory”, “Eligible Letter of Credit Inventory”, “Eligible Receivable”, “Eligible XxxxxxxxBillings” or “Eligible Unbilled Receivables” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Receivable, any Eligible Inventory, any Eligible Credit Card Receivable, Eligible In-Transit Inventory, Eligible Letter of Credit Inventory, Eligible XxxxxxxxBillings, Eligible Unbilled Receivables or the Net Orderly Liquidation Value of any Eligible Inventory and vice versa.

Reserves; Change in Reserves; Decisions by Agent. The Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish and increase or decrease ReservesReserves against the Borrowing Base or the Revolving Credit Commitments; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, a any Required Reserve Notice shall have been given to the Borrower not later than five (5) Business Days prior Borrower; provided, however, that no such Required Reserve Notice shall be required for changes to such establishment or increaseany Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculations previously utilized; provided, further, that circumstances, conditions, events or contingencies existing or arising prior to the Closing Restatement Effective Date of which and, in each case, disclosed in writing in any field examination delivered to the Administrative Agent had knowledge in connection therewith or otherwise known to the Administrative Agent, in either case, prior to the Closing Date Restatement Effective Date, shall not be the basis for any such establishment or modification of any Reserves after the Closing Restatement Effective Date. The amount of any Reserve established by the Administrative Agent , unless such circumstances, conditions, events or contingencies shall have changed in a reasonable relationship to material respect since the eventRestatement Effective Dateduring the period between delivery of such Required Reserve Notice and the expiration of the applicable advanced notice period, condition there shall be no making of Loans or other matter issuance or renewal of Letters of Credit that is would result in the basis for difference between the Maximum Borrowing Amount and the aggregate Revolving Credit Exposures (including the Letter of Credit Exposure) of all Lenders at such time being less than the amount by which the Borrowing Base would be reduced after the imposition of such Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Borrower may take such action as may be required so that the event, condition or matter that is the basis for such 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 or change such 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 new Reserve or such change no longer exists or has otherwise been adequately addressed by the Borrower. Notwithstanding anything herein to the contrary, (x) Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Credit Card Receivable”, “Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible Letter of Credit Inventory”, “Eligible Receivable”, “Eligible XxxxxxxxReceivables” or “Eligible Unbilled ReceivablesInventory” and vice versa. and (y) any Reserve established as described in clause (b)(ii) or clause (c)(ii) of the definition of “Revolving Credit Maturity Date” shall not be established prior to the Business Day immediately prior to the date that is 91 days prior to the relevant earliest maturity date of the other Indebtedness referred to in such clause, and shall be established as described in such clause on such date without any requirement to deliver a Required Reserve Notice or reserves or criteria deducted in computing other similar notice prior to the cost or market value or Value of any Eligible Receivable, any Eligible Inventory, any Eligible Credit Card Receivable, Eligible In-Transit Inventory, Eligible Letter of Credit Inventory, Eligible Xxxxxxxx, Eligible Unbilled Receivables or the Net Orderly Liquidation Value of any Eligible Inventory and vice versaimplementation thereof.

Reserves; Change in Reserves; Decisions by Agent. The Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, a any Required Reserve Notice shall have been given to the Lead Borrower and the Borrowers may not later than five request any Loans during the three (53) Business Days prior required to give such establishment or increaseRequired Reserve Notice if Excess Availability on a Pro Forma Basis is less than zero at such time; provided, however, that no such Required Reserve Notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculations previously utilized; provided, further, that circumstances, conditions, events or contingencies existing or arising prior to the Closing Date of which and, in each case, disclosed in writing in any field examination delivered to the Administrative Agent had knowledge in connection therewith or otherwise known to the Administrative Agent, in either case, prior to the Closing Date Date, shall not be the basis for establishment of any such establishment or modification Reserves after the Closing Date. The amount of any Reserve established by the Administrative Agent , unless such circumstances, conditions, events or contingencies shall have changed in a reasonable relationship to material respect since the event, condition or other matter that is the basis for the ReserveClosing Date. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Lead Borrower may take such action as may be required so that the event, condition or matter that is the basis for such 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 or change such 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 new Reserve or such change no longer exists or has otherwise been adequately addressed by the Lead Borrower. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Credit Card Receivable”, “Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible Letter of Credit Inventory”, “Eligible Receivable”, “Eligible XxxxxxxxReceivables” or “Eligible Unbilled ReceivablesInventory” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Receivable, any Eligible Inventory, any Eligible Credit Card Receivable, Eligible In-Transit Inventory, Eligible Letter of Credit Inventory, Eligible Xxxxxxxx, Eligible Unbilled Receivables or the Net Orderly Liquidation Value of any Eligible Inventory and vice versa.

Reserves; Change in Reserves; Decisions by Agent. The Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, a any Required Reserve Notice shall have been given to the Borrower not later than five (5) Business Days prior to such establishment or increase; provided, further, that circumstances, conditions, events or contingencies arising prior to the Closing Date of which the Administrative Agent had knowledge prior to the Closing Date shall not be the basis for any such establishment or modification after the Closing DateAgent. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Borrower Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the 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 or change such Reserve, unless the Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the Borrowers. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “any category of Eligible Credit Card Receivable”, “Receivables or any category of Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible Letter of Credit Inventory”, “Eligible Receivable”, “Eligible Xxxxxxxx” or “Eligible Unbilled Receivables” Inventory and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Receivable, Receivable or any Eligible Inventory, any Eligible Credit Card Receivable, Eligible In-Transit Inventory, Eligible Letter of Credit Inventory, Eligible Xxxxxxxx, Eligible Unbilled Receivables Inventory or the Net Orderly Liquidation Value Percentage of any Eligible Inventory and vice versa.