Availability Reserve means the sum (without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria (including collection rates or collection percentages)) of (a) the Rent and Charges Reserve; (b) the Bank Product Reserve; provided that reserves of the type described in this clause (b) shall be instituted only after consultation with the Lead Borrower; (c) customs duties, and other costs to release Inventory which is being imported into the United States; (d) outstanding Taxes and other governmental charges, including, ad valorem, real estate, personal property, sales, and other Taxes which have priority over the interests of the Administrative Agent in the Current Asset Collateral; (e) salaries, wages and benefits due to employees of the Borrowers which have priority over the interests of the Administrative Agent in the Current Asset Collateral; (f) Customer Credit Liabilities, (g) the Inventory Reserve, and (h) such additional reserves not otherwise addressed in clauses (a) through (g) above, in such amounts and with respect to such matters, as the Administrative Agent in its Credit Judgment may elect to establish or modify from time to time. Notwithstanding anything to the contrary in this Agreement, (i) such Availability Reserves shall not be established or changed except upon not less than three (3) Business Days’ prior written notice to the Lead Borrower, which notice shall include a reasonably detailed description of such Availability Reserve being established (during which period (a) the Administrative Agent shall, if requested, discuss any such Availability Reserve or change with the Lead Borrower and (b) the Lead Borrower shall have the opportunity to take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or change thereto no longer exists or exists in a manner that would result in the establishment of a lower Availability Reserve or result in a lesser change thereto, in a manner and to the extent reasonably satisfactory to the Administrative Agent), (ii) the amount of any Availability Reserve established by the Administrative Agent, and any change in the amount of any Availability Reserve, shall have a reasonable relationship to the event, condition or other matter that is the basis for such Availability Reserve or such change and (iii) no event, condition or matter existing or arising prior to or on the Closing Date shall be the basis for any...
Availability Reserve means the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the Bank Product Reserve; (d) all accrued Royalties, whether or not then due and payable by a Borrower or Subsidiary Guarantor; (e) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); and (f) such additional reserves, in such amounts and with respect to such matters, as the Administrative Agent in its Credit Judgment may elect to impose from time to time.
Availability Reserve means, as of two Business Days after the date of written notice of any determination thereof to the Borrower by the Administrative Agent, such amounts as the Administrative Agent deems necessary from time to time, in the Administrative Agent’s commercially reasonable discretion, to establish against the Facility in order to preserve the ability to collect Eligible Accounts comprising a material portion of the Collateral and the ability of the Secured Parties to realize the value of such Collateral.
Examples of Availability Reserve in a sentence
Effective on the issuance of each Letter of Credit Accommodation, an Availability Reserve shall be established in the applicable amount set forth in Section 2.2(c)(i) or Section 2.2(c)(ii).
In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower.
Any and all outstanding Letters of Credit shall be reserved dollar for dollar from Availability as an Availability Reserve.
In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (unless there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Availability Reserve established pursuant to such event, condition or other matter, shall be discontinued.
Upon delivery of such notice, the Administrative Agent shall be available to discuss any proposed Availability Reserve, and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion.
More Definitions of Availability Reserve
Availability Reserve means reserves established from time to time by the Administrative Agent pursuant to Section 2.01(d) or otherwise in accordance with this Agreement, with respect to potential cash liabilities of the Borrowers and Borrowing Base Guarantors, costs, expenses or other amounts that may be charged against the Revolving Credit Priority Collateral prior to payment of the Obligations, and including reserves of the type described in clauses (i), (ii), (iii), (v) and (vi) of Section 2.01(d).
Availability Reserve means the sum (without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria (including collection rates or collection percentages)) of (a) the Inventory Reserves;
Availability Reserve means, on any date of determination and with respect to the U.S. Borrowing Base or the Canadian Borrowing Base, as the case may be, the sum (without duplication) of: (i) the Rent and Charges Reserve; (ii) the Cash Management Reserve, Canadian Secured Hedge Reserve, and U.S. Secured Hedge Reserve; (iii) all accrued Royalties of, in the case of the U.S. Borrowing Base, the U.S. Borrowers or, in the case of the Canadian Borrowing Base, the Canadian Loan Parties; (iv) the aggregate amount of liabilities secured by Liens upon Eligible Collateral that are senior to the Administrative Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default, if any, arising therefrom); (v) the Canadian Priority Payables Reserve; (vi) the Dilution Reserve; (vii) reserves equal to three months of fees and other amounts payable under the Genpact Contract or any similar successor service contract; (viii) the In-Transit Adjustment Reserves; and (ix) such additional reserves, in such amounts and with respect to such matters, as the Administrative Agent in its Credit Judgment may deem necessary or appropriate to impose from time to time. Except for purposes of determining compliance with Section 4.02(d), no Availability Reserve pursuant to clause (ix) above may be established or increased except upon not less than five Business Days’ notice to the Parent Borrower (unless an Event of Default exists, in which event no notice shall be required). The Administrative Agent will be available during such period to discuss any such proposed Availability Reserve or increase with the Borrowers and, without limiting the right of the Administrative Agent to establish or increase such Availability Reserves in the Administrative Agent’s Credit Judgment, the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Availability Reserve may be taken with respect to the Receivables that are deemed ineligible for the inclusion into the Eligible Collateral by virtue of clause (vi) of the definition of Eligible Receivables.
Availability Reserve means the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the State Excise Tax Reserve; (d) the Bank Product Reserve; (e) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to the Administrative Agent’s Liens on the Collateral (but imposition of any such reserve shall not waive an Event of Default, if any, arising therefrom); (f) the First Purchaser Reserve; (g) the Term Debt Reserve; and (h) such additional reserves, in such amounts and with respect to such matters, as the Administrative Agent in its Permitted Discretion may elect to impose from time to time.
Availability Reserve means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Majority Agents from time to time reasonably determine in their Permitted Discretion, based on any material facts or circumstances which arise after the Closing Date or which otherwise first become known to the Administrative Agent and the Co-Collateral Agents after the Closing Date, as being appropriate to reflect any impediments to the realization upon the Collateral included in the Borrowing Base, including but not limited to a Landlord Lien Reserve.
Availability Reserve means the sum (without duplication) of (a) the Rent Reserve; (b) the Secured Hedge Agreement Reserve and Secured Cash Management Reserve; (c) the aggregate amount of liabilities secured by Liens upon Collateral included in the Borrowing Base that are senior to the Administrative Agent’s Liens; (d) the Dilution Reserve; (e) the Debt Maturity Reserve, (f) the Employment Reserve and (g) such additional reserves in such amounts and with respect to such matters, as the Administrative Agent in its Permitted Discretion may elect to impose from time to time; provided that, notwithstanding anything to the contrary herein, (i) the amount of any such reserve shall have a direct and reasonable relationship to the event, condition or other matter affecting the Collateral that is the basis for such reserve, (ii) no reserves shall be duplicative of reserves or changes already accounted for through the definition of Eligible Accounts, Eligible Unbilled Accounts, Eligible Inventory, Eligible In-Transit Inventory, Eligible M&E or Eligible Real Property, or constitute a general reserve applicable to all Inventory, all Accounts, all Equipment or all Real Property that is the functional equivalent of a decrease in the Accounts Formula Amount, the Inventory Formula Amount or the Fixed Asset Component, as applicable, (iii) any such reserve shall be based on facts or events first occurring after the Closing Date or not known to the Administrative Agent prior to the Closing Date except that an Employment Reserve may be established and remain in effect after the Closing Date based on facts or events known by the Administrative Agent prior to the Closing Date at any time that Availability is less than the greater of (x) 10.0% of the Line Cap and (y) $65,000,000 (without giving effect to such Employment Reserve) and (iv) any such reserve shall be based on the facts or events that (x) have or could reasonably be expected to have an adverse effect on the value of the Collateral or (y) could reasonably be expected to have an adverse effect on the enforceability or priority of the Administrative Agent’s Liens on the Collateral. No reserve may be established without three Business Days’ prior written notice to the Company, other than reserves to account for mathematical errors, and during such three Business Day period, the Administrative Agent shall, if requested, discuss any such reserve with the Company and the Company may take such action as may be required so that the event, conditio...
Availability Reserve the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve, (c) the Bank Product Reserve; (d) the aggregate amount of liabilities secured by Liens upon the ABL Priority Collateral that are or may be senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default (if any) arising therefrom); (e) the Dilution Reserve; (f) the RP Reserve; and (g) additional reserves, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose from time to time; provided that, so long as no Event of Default shall have occurred and be continuing, Agent will give the Borrower Agent not less than three (3) Business Days’ prior written notice of any reserve being established or materially modified (which notice shall include a reasonably detailed description of such reserve being established or modified and may be communicated by electronic mail); provided that such new or modified reserve shall immediately be implemented for purposes of any Borrowing of Loans or the issuance of Letters of Credit and no Borrowings of Loans or issuance of Letters of Credit shall be permitted to the extent such Borrowing or issuance would result in an Overadvance after giving effect to the reserve in question. During such three-Business Day period, Agent shall, if requested, discuss any such reserve or change with the Borrower Agent and the Borrowers may (but shall not be obligated to) take such action as may be required so that the event, condition or matter that is the basis for such reserve or change no longer exists or exists in a manner that would result in the establishment of a lower reserve or less material change, in each case, in a manner and to the extent satisfactory to Agent in its Permitted Discretion.