Common use of Reserves; Changes to Reserves Clause in Contracts

Reserves; Changes to Reserves. (a) The initial Inventory Reserves and Availability Reserves as of the Third Restatement Date are as set forth in the Borrowing Base Certificate delivered pursuant to SECTION 4.01(d). (b) The Administrative Agent may hereafter establish additional Reserves, or change any of the foregoing Reserves, in the exercise of its Permitted Discretion, provided that such Reserves shall not be established or changed except upon not less than six Business Days’ notice to the Borrowers (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent); provided, further, that no such prior 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 calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities). 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. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of Eligible Credit Card Receivables, Eligible Inventory, Eligible Letter of Credit, Eligible Retail Inventory, Eligible Wholesale Inventory or Eligible Trade Receivables, or reserves or criteria deducted in computing the Appraised Value of Eligible Inventory or Inventory supported by an Eligible Letter of Credit.

Reserves; Changes to Reserves. (a) The initial Inventory Reserves and Availability Reserves as of the Third Restatement Closing Date are shall be as set forth in the Borrowing Base Certificate dated March 9, 2012 and delivered to the Administrative Agent pursuant to SECTION 4.01(d)[Section]SECTION 4.01(i) hereof. (b) The Administrative Agent may hereafter establish additional Reserves, Reserves 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 Permitted Discretion, ; provided that such Reserves shall not be established or changed except upon not less than six (6) Business Days’ notice to the Borrowers Lead Borrower (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers Lead Borrower and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent); provided, further, provided further that no such prior 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 calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities). 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. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit, Eligible Retail Credit Inventory, Eligible Wholesale Inventory or Eligible Trade Receivables, Receivables or reserves or criteria deducted in computing the Appraised Value of Eligible Inventory or Inventory supported by an Eligible Letter of CreditInventory.

Reserves; Changes to Reserves. (a) The initial Inventory Reserves and Availability Reserves as of the Third Restatement Date are as set forth in the Borrowing Base Certificate delivered pursuant to SECTION 4.01(d). (b) The Administrative Agent may hereafter establish additional Reserves, Reserves or change any of the foregoing Reserves, in the exercise of its Permitted Discretioncommercially reasonable discretion from the perspective of an asset-based lender exercised in good faith, provided that such Reserves shall not be established or changed except upon not less than six (6) Business Days’ notice to the Borrowers (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent); provided, further, provided further that no such prior 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 calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities). 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. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of Eligible Credit Card Receivables, Eligible Inventory, Eligible Letter of Credit, Eligible Retail Inventory, Eligible Wholesale Inventory or Eligible Trade Receivables, or reserves or criteria deducted in computing the Appraised Value of Eligible Inventory or Inventory supported by an Eligible Letter of CreditInventory.

Reserves; Changes to Reserves. (a) The initial Inventory Reserves and Availability Reserves as of the Third Restatement Closing Date are shall be as set forth in the Borrowing Base Certificate dated March 9, 2012 and delivered to the Administrative Agent pursuant to SECTION 4.01(d)Section 4.01(i) hereof. (b) The Administrative Agent may hereafter establish additional Reserves, Reserves 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 Permitted Discretion, ; provided that such Reserves shall not be established or changed except upon not less than six (6) Business Days’ notice to the Borrowers Lead Borrower (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers Lead Borrower and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent); provided, further, provided further that no such prior 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 calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities). 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. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of Eligible Credit Card Receivables, Eligible In-Transit Inventory, Eligible Inventory, Eligible Letter of Credit, Eligible Retail Credit Inventory, Eligible Wholesale Inventory or Eligible Trade Receivables, Receivables or reserves or criteria deducted in computing the Appraised Value of Eligible Inventory or Inventory supported by an Eligible Letter of CreditInventory.