U.S. Reserves Sample Clauses

U.S. Reserves. The Agent and the Co-Collateral Agent may at any time and from time to time in the exercise of theirits Permitted Discretion establish and increase or decrease U.S. Reserves; provided that, as a condition to the establishment of any new category of U.S. Reserves, or any increase in U.S. Reserves resulting from a change in the manner of determination thereof, any Required Reserve Notice shall have been given to the Borrower Agent. The amount of any U.S. Reserve established by the Agent or Co-Collateral Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the U.S. Reserve. Upon delivery of such notice, the Agent and Co-Collateral Agent shall be available to discuss the proposed U.S. Reserve or increase, and the U.S. Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such U.S. Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Agent or the Co-Collateral Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Agent or the Co-Collateral Agent to establish or change such U.S. Reserve, unless the Agent or Co-Collateral Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new U.S. Reserve or such change no longer exists or has otherwise been adequately addressed by the U.S. Borrowers. Notwithstanding anything herein to the contrary, U.S. Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible U.S. Receivable” or “Eligible U.S. Inventory” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible U.S. Receivable, any Eligible U.S. Inventory or the Net Orderly Liquidation Value of any Eligible U.S. Inventory and vice versa.

U.S. Reserves it being understood and agreed for the avoidance of doubt that if any German Exposure exists based on the US Borrowing Base, there shall not exist any US Exposure based on the same assets supporting the US Borrowing Base.

U.S. Reserves reserves that limit the availability of credit hereunder, consisting of, without duplication, reserves against U.S. Availability or Eligible U.S. Accounts established by Agent from time to time in its Credit Judgment. Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of Agent’s credit judgment exercised in good faith and consistent with accepted practices of the asset based lending industry: (a) U.S. Bank Product Reserves, (b) the Rent and Charges Reserve with respect to U.S. Borrowers, (c) reserves for Dilution with respect to Accounts of the U.S. Obligors, and (d) reserves for the aggregate amount of liabilities secured by Liens upon U.S. Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default (if any) arising therefrom).