Common use of Reserves; Changes to Reserves Clause in Contracts

Reserves; Changes to Reserves. (a) The Inventory Reserves, Availability Reserves, the Carve-Out Reserve and the Lease Reserve as of the Closing Date are as set forth on the Borrowing Base Certificate dated February 20, 2020 and furnished to the Administrative Agent and the ABL Term Loan Agent as of the Closing Date. (b) The Administrative Agent may, without duplication of items that are otherwise addressed or excluded through eligibility criteria, hereafter establish additional Reserves or, subject to the provisions of SECTION 8.18, change any of the foregoing Reserves, in the exercise of its commercially reasonable business judgment acting in accordance with industry standards for asset based lending in the retail industry, provided that such Reserves shall not be established or changed except upon not less than one (1) Business Days’ notice to the Borrower (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrower, provided that during such period, the Borrower shall not be permitted to borrow any amount that would cause an Overadvance if such Reserve had been in place during such period), provided further that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized, or (2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such Reserve not changed or established, or (3) if an Event of Default has occurred and is then continuing. In no event will any reserves be imposed in respect of the FILO Borrowing Base or the ABL Term Borrowing Base. The Carve-Out Reserve, the Lease Reserve, the Canadian Claims Reserves, and the Specified Reserves shall be imposed against the Borrowing Base as and to the extent applicable.

Reserves; Changes to Reserves. (a) The initial Inventory Reserves, Reserves and Availability Reserves, the Carve-Out Reserve and the Lease Reserve Reserves as of the Closing [Closing]Second Amendment Effective Date are shall be as set forth on in the Borrowing Base Certificate dated February 20[March 9, 2020 2012]April 2, 2016 and furnished delivered to the Administrative Agent and [pursuant to SECTION 4.01(i) hereof]and to the ABL Term Loan Agent as a condition to the occurrence of the Closing Second Amendment Effective Date. (b) The Administrative Agent may, without duplication of items that are otherwise addressed or excluded through eligibility criteria, may hereafter establish additional Reserves or, subject to the provisions of SECTION 8.18, or change any of the foregoing ReservesReserves set forth in the Borrowing Base Certificate referred to in clause (a) above, in the exercise of its commercially reasonable business judgment acting in accordance with industry standards for asset based lending in the retail industry, Permitted Discretion; provided that such Reserves shall not be established or changed except upon not less than one six (16) Business Days’ notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the BorrowerLead Borrower and the Borrowers may take such action as may be required so that the event, provided condition or matter that during such period, is the Borrower shall not be permitted to borrow any amount that would cause an Overadvance if basis for such Reserve had been no longer exists, in place during such perioda manner and to the extent reasonably satisfactory to the Administrative Agent), ; provided further that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilizedutilized (such as, or (2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such Reserve but not changed or establishedlimited to, or (3) if an Event of Default has occurred rent and is then continuing. In no event will any reserves be imposed in respect of the FILO Borrowing Base or the ABL Term Borrowing BaseCustomer Credit Liabilities). The Carve-Out 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. Notwithstanding anything herein to the contrary, the Lease Reserve, the Canadian Claims Reserves, and the Specified Reserves shall be imposed against not duplicate eligibility criteria contained in the Borrowing Base as and to definition of Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit Inventory, Eligible Trade Receivables or reserves or criteria deducted in computing the extent applicableAppraised Value of Eligible Inventory.

Reserves; Changes to Reserves. (a) The Inventory Reserves, Reserves and Availability Reserves, the Carve-Out Reserve and the Lease Reserve Reserves as of the Closing First Amendment Effective Date are as set forth on the Borrowing [initial]Borrowing Base Certificate dated February 20December 14, 2020 2018 and furnished to the Administrative Agent and the ABL Term Loan Agent as of the Closing First Amendment Effective Date. (b) The Administrative Agent may, without duplication of items that are otherwise addressed or excluded through eligibility criteria, may hereafter establish additional Reserves or, subject to the provisions of SECTION 8.18, or change any of the foregoing Reserves, in the exercise of its commercially reasonable business judgment acting in accordance with industry standards for asset based lending in the retail industry, provided that such Reserves shall not be established or changed except upon not less than one three (13) Business Days’ notice to the Borrower (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrower, provided that during such period, the Borrower shall not be permitted to borrow any amount that would cause an Overadvance if such Reserve had been in place during such period), provided further that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized, or (2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such Reserve not changed or established, or (3) if a Cash Dominion Event or an Event of Default has occurred and is then continuing. Notwithstanding the foregoing or anything to the contrary herein, the Administrative Agent shall impose the Debt Maturity Reserve. In no event will any reserves be imposed in respect of the FILO Borrowing Base or the ABL Term Borrowing Base. The Carve-Out Reserve, the Lease Reserve, the Canadian Claims Reserves, and except that the Specified Reserves shall may be imposed against the Borrowing Base as and to the extent applicable.

Reserves; Changes to Reserves. (a) The Inventory Reserves, Reserves and Availability Reserves, the Carve-Out Reserve and the Lease Reserve Reserves as of the Closing Effective Date are as those set forth on in the Borrowing Base Certificate dated February 20, 2020 and furnished delivered to the Administrative Agent and on the ABL Term Loan Agent as of the Closing Effective Date. (b) The Administrative Agent may, without duplication shall establish an Availability Reserve applicable to the Domestic Borrowing Base in the amount of items the Term Push-Down Reserve at any time that are otherwise addressed or excluded through eligibility criteria, outstanding Domestic Term Loans exceeds Domestic Incremental Availability. The Administrative Agent shall establish an Availability Reserve applicable to the Canadian Borrowing Base in the amount of the Term Push-Down Reserve at any time that outstanding Canadian Term Loans exceeds Canadian Incremental Availability. (c) The Administrative Agent may hereafter establish additional Reserves or, subject to the provisions of SECTION 8.18, or change any of the foregoing ReservesReserves in effect on the Effective Date, in the exercise of its commercially reasonable business judgment acting in accordance with industry standards for asset based lending in the retail industry, ; provided that such Reserves shall not be established or changed except upon not less than one five (15) Business Days’ notice to the Borrower Borrowers (during which period the Administrative Collateral Agent shall be available to discuss any such proposed Reserve with the Borrower, provided that during such period, the Borrower shall not be permitted to borrow any amount that would cause an Overadvance if such Reserve had been in place during such periodBorrowers), ; provided further that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilizedutilized (such as, but not limited to, Customer Credit Liabilities), (2) any actual or contemplated rejection or disclaimer of leases and actual or contemplated store closings or “going out of business sales”, or (23) changes to Reserves or the establishment of additional Reserves if a Material Adverse Effect under clause (iii) of the definition thereof has occurred or it would be reasonably likely that a Material Adverse Effect under clause (iii) of the definition thereof would occur were such Reserve Reserves not changed or establishedestablished prior to the expiration of such five (5) Business Day period, or (3) if an Event of Default has occurred and is then continuing. In no event will any reserves be imposed in respect the establishment of the FILO Borrowing Base or Term Push-Down Reserve. (d) On any date prior to the ABL Term Borrowing Base. The Carve-Out Reservedate that is 60 days after the Closing Date (as may be extended by the Administrative Agent in its sole discretion; provided that such extensions shall not last beyond the 90th day after the Closing Date), the Lease ReserveAdministrative Agent, in its reasonable discretion, may make exceptions from the Canadian Claims Reservesrequirements set forth in the definitions of “Eligible Credit Card Receivables”, “Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible Letter of Credit Inventory” and the Specified Reserves shall be imposed against the Borrowing Base as and “Eligible Real Estate” relating to the extent applicabledelivery of any documents or agreements to any Agent, which for the avoidance of shall mean that the Borrower shall not have to comply with clauses (e), (d) and (f) in “Eligible In-Transit Inventory”, clauses (c)(ii) and (d) of “Eligible Inventory,” clauses (c) and (f) of “Eligible Letter of Credit Inventory” and clauses (c) and (i) of “Eligible Real Estate”.