Common use of Reserves; Changes to Reserves Clause in Contracts

Reserves; Changes to Reserves. (a) The initial Reserves as of the Closing Date are those set forth in the Borrowing Base Certificate delivered to the Administrative Agent on the Closing Date. (b) Notwithstanding anything contained herein to the contrary, the Administrative Agent may, subject to clause (vi) in the second proviso to Section 13.1, hereafter establish additional Reserves or change any of the Reserves or modify standards of eligibility in effect on the Closing Date to the extent it deems necessary or appropriate in its Permitted Discretion; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days notice to the Borrowers (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers); 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 the establishment of additional Reserves if a Material Adverse Effect under clause (b) of the definition thereof has occurred or it would be reasonably likely that a Material Adverse Effect under clause (b) of the definition thereof would occur were such Reserves not changed or established prior to the expiration of such five (5) Business Day period.

Reserves; Changes to Reserves. (a) The initial Inventory Reserves and Availability Reserves as of the Closing Date date of this Agreement are those set forth in the Borrowing Base Certificate delivered pursuant to the Administrative Agent on the Closing DateSection 4.01(d) hereof. (b) Notwithstanding anything contained herein to the contrary, the The Administrative Agent may, subject to clause (vi) in the second proviso to Section 13.1, may hereafter establish additional Reserves or change any of the Reserves or modify standards described in Section 2.03(a), in the exercise of eligibility in effect on the Closing Date to reasonable discretion of the extent it deems necessary or appropriate in its Permitted Discretion; provided that such Reserves shall not be established or changed except upon not less than Administrative Agent, after furnishing five (5) Business Days days prior notice to, and after consultation with, the Borrower (whose consent to the Borrowers any Reserve shall not be required) (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers); provided further that no such prior notice shall be required if a Cash Dominion Event exists or 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, rent and Gift Certificate and Merchandise Credit Liabilities), or (2) changes to Reserves or the establishment of additional Reserves if a Material Adverse Effect under clause (b) of the definition thereof has occurred or it would be reasonably likely that a Material Adverse Effect under clause (b) of to the definition thereof Lenders would occur were such Reserves Reserve not changed or established prior to the expiration of such five (5) Business Day day period).