Common use of Reserves Generally Clause in Contracts

Reserves Generally. Notwithstanding anything contained in this Agreement to the contrary, Co-Collateral Agents may establish or change Reserves, in the exercise of their Permitted Discretion, but only upon not less than five (5) Business Days’ notice to Borrower Representative (unless an Event of Default exists in which case prior notice shall not be required prior to the establishment or change in any Reserve). Co-Collateral Agents will be available during such period to discuss any such proposed Reserve (or change thereto) with Borrower Representative and, without limiting the right of Co-Collateral Agents to establish or change such Reserves in Co-Collateral Agents’ Permitted Discretion, Borrowers may take such action as it may elect so that the event, condition or matter that gave rise to such Reserve no longer exists, in which event Co-Collateral Agents shall reduce or remove such Reserve in a manner that they determine appropriate in the exercise of their Permitted Discretion. The amount of Reserve established by Co-Collateral Agents pursuant to the first sentence of this Section 2.18 shall have a reasonable relationship as determined by Co-Collateral Agents in their Permitted Discretion to the event, condition or other matter that is the basis for the Reserve and shall relate to the Eligible Accounts or Eligible Equipment or Eligible Rolling Stock (collectively, the “Borrowing Base Collateral”). Notwithstanding any other provision of this Agreement to the contrary, the establishment or increase of any Reserves shall be limited to such Reserves as Co-Collateral Agents determine, in their Permitted Discretion, are appropriate, including, but not limited to, to reflect (i) changes after the Closing Date that could reasonably be expected to adversely affect Agent’s ability to realize upon the Borrowing Base Collateral, (ii) changes after the Closing Date to reflect priority claims and liabilities that Agent and Co-Collateral Agents determine will need to be satisfied in connection with the realization upon the Borrowing Base Collateral, (iii) changes after the Closing Date to reflect events, conditions, contingencies or risks that differ materially from facts or events occurring and known to Agent and Co-Collateral Agents on the Closing Date; provided that events, conditions, contingencies or risks existing or arising prior to the Closing Date and, in each case, disclosed in writing to Agent and Co-Collateral Agents during any field examination or appraisal in connection herewith prior to the Closing Date shall not be the basis for any establishment of any Reserves after the Closing Date, unless such events, conditions, contingencies or risks shall have changed in a material respect since the Closing Date, and (iv) changes after the Closing Date to reflect any concentration of risk with respect to a Borrower’s Accounts or any other factors in respect of the credit risk of lending to the Borrowers.

Reserves Generally. Notwithstanding anything contained in this Agreement to the contrary, Co-Collateral Agents Agent may establish or change Reserves, in the exercise of their its Permitted Discretion, but only upon not less than five (5) Business Days’ notice to Borrower Representative (unless an Event of Default exists in which case prior notice shall not be required prior to the establishment or change in any Reserve). Co-Collateral Agents Agent will be available during such period to discuss any such proposed Reserve (or change thereto) with Borrower Representative and, without limiting the right of Co-Collateral Agents Agent to establish or change such Reserves in Co-Collateral Agents’ Agent’s Permitted Discretion, Borrowers may take such action as it may elect so that the event, condition or matter that gave rise to such Reserve no longer exists, in which event Co-Collateral Agents Agent shall reduce or remove such Reserve in a manner that they determine it determines appropriate in the exercise of their its Permitted Discretion. The amount of Reserve established by Co-Collateral Agents Agent pursuant to the first sentence of this Section 2.18 shall have a reasonable relationship as determined by Co-Collateral Agents Agent in their its Permitted Discretion to the event, condition or other matter that is the basis for the Reserve and shall relate to the Eligible Accounts or Accounts, Eligible Equipment or Eligible Rolling Stock Real Estate (collectively, the “Borrowing Base Collateral”). Notwithstanding any other provision of this Agreement to the contrary, the establishment or increase of any Reserves shall be limited to such Reserves as Co-Collateral Agents determineAgent determines, in their its Permitted Discretion, are appropriate, including, but not limited to, to reflect (i) changes after the Closing Date that could reasonably be expected to adversely affect Agent’s ability to realize upon the Borrowing Base Collateral, (ii) changes after the Closing Date to reflect priority claims and liabilities that Agent and Co-Collateral Agents determine determines will need to be satisfied in connection with the realization upon the Borrowing Base Collateral, (iii) changes after the Closing Date to reflect events, conditions, contingencies or risks that differ materially from facts or events occurring and known to Agent and Co-Collateral Agents on the Closing Date; provided that events, conditions, contingencies or risks existing or arising prior to the Closing Date and, in each case, disclosed in writing to Agent and Co-Collateral Agents during any field examination or appraisal in connection herewith prior to the Closing Date shall not be the basis for any establishment of any Reserves after the Closing Date, unless such events, conditions, contingencies or risks shall have changed in a material respect since the Closing Date, and (iv) changes after the Closing Date to reflect any concentration of risk with respect to a Borrower’s Accounts or any other factors in respect of the credit risk of lending to the Borrowers.