UK Availability Reserve definition

UK Availability Reserve the sum (without duplication) of (a) the UK Inventory Reserve; (b) the UK Rent and Charges Reserve; (c) the UK Bank Product Reserve; (d) the aggregate amount of liabilities secured by Liens upon UK Facility Collateral that are (or, in the opinion of Agent in the exercise of its Permitted Discretion, may be) senior to Agent’s or any Security Trustee’s Liens or that Agent in its Permitted Discretion determines may be required to be paid to permit or facilitate exercise of rights or remedies with respect to UK Facility Collateral (but imposition of any such reserve shall not waive an Event of Default arising therefrom); including, without limitation, (i) amounts due to employees in respect of unpaid wages and holiday pay, (ii) the “prescribed part” of floating charge realisations held for unsecured creditors and (iii) the expenses and liabilities incurred by any administrator (or other insolvency officer) and any remuneration of such administrator (or other insolvency officer) and (e) such 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 the imposition of any such reserves or change in a reserve after the Closing Date shall not be effective until two (2) Business Days after notice thereof (which may be oral notice, promptly confirmed in writing) to the Borrower Agent unless (i) a Default has occurred and is then continuing, (ii) the reserve or change in reserve is the result of a Lien, senior in priority to Agent’s or applicable Security Trustee’s Lien, attached to any UK Facility Collateral included in the UK Borrowing Base and/or (iii) the changes to any such reserve results solely from mathematical calculations of the amount of such reserve in accordance with the methodology of calculation previously utilized (in the case of each of which such reserve or change in reserve shall be effective immediately); and provided further that during any such two (2) Business Day notice period, Lenders shall have no obligations to fund any UK Revolver Loan or cause to be issued any UK Letter of Credit to the extent that, after giving pro forma effect to the making of such UK Revolver Loan or issuance of such UK Letter of Credit and to the establishment of any such new reserve or change in such reserve, a UK Overadvance would exist.
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UK Availability Reserve has the meaning set forth in the ABL Revolver Loan Agreement as in effect on the date hereof and without giving effect to any amendments or modifications of such definition or any component definitions (or any sub-component definitions) thereof which creates additional ABL UK Availability; provided that the UK Availability Reserve shall be calculated without giving effect to the UK Term Loan Deficiency Reserve.
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UK Availability Reserve has the meaning set forth in the ABL Revolver Loan Agreement as in effect on the date hereof and without giving effect to any amendments or modifications of such definition or any component definitions (or any sub-component definitions) thereof which creates additional ABL UK Availability; provided that the UK Availability Reserve shall be calculated without giving effect to the UK Term Loan Deficiency Reserve. UK Borrower: as defined in the preamble to this Agreement. UK Borrowing Base: on any date of determination, an amount equal to the result of (i) 95% of the Value of Eligible UK Accounts, plus (ii) the UK Inventory Formula Amount, minus (iii) the UK Availability Reserve, minus (iv) Reserves in respect of the UK Borrowing Base.
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Examples of UK Availability Reserve in a sentence

  • UK Maximum Borrowing Availability: an amount equal to the lesser of (a) the sum of (i) the aggregate UK Term Exposure, plus (ii) the result of the ABL UK Revolver Commitments then in effect (or, if such commitments have been terminated, the aggregate ABL UK Revolver Usage), minus the UK Availability Reserve and (b) the UK Borrowing Base at such time.

  • UK Borrower: as defined in the preamble to this Agreement.UK Borrowing Base: on any date of determination, a Dollar Equivalent amount equal to the lesser of (a) the aggregate UK Revolver Commitments or(b) the UK Accounts Formula Amount, plus the UK Inventory Formula Amount, minus the UK Availability Reserve.

  • UK Availability Reserve: has the meaning set forth in the ABL Revolver Loan Agreement as in effect on the date hereof and without giving effect to any amendments or modifications of such definition or any component definitions (or any sub-component definitions) thereof which creates additional ABL UK Availability; provided that the UK Availability Reserve shall be calculated without giving effect to the UK Term Loan Deficiency Reserve.

  • UK Borrowing Base: on any date of determination, an amount equal to the result of (i) 95% of the Value of Eligible UK Accounts, plus (ii) the UK Inventory Formula Amount, minus (iii) the UK Availability Reserve, minus (iv) Reserves in respect of the UK Borrowing Base.


More Definitions of UK Availability Reserve

UK Availability Reserve the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the UK LC Reserve; (d) the Bank Product Reserve; (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 Agent in its Permitted Discretion may elect to impose from time to time; limited, in each case with respect to the amounts calculated in clauses (a), (b) and (e) above, to such amounts as are attributable to UK Borrowers.
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UK Availability Reserve means, the sum (without duplication) of the following Reserves established by the Administrative Agent in its Permitted Discretion with respect to the U.K. Facility and the U.K. Loan Parties: (a) the Rent and Charges Reserve; (b) the Bank Product Reserve; (c) all accrued royalties, whether or not then due and payable by a U.K. Loan Party; (d) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Administrative Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (e) the Dilution Reserve; (f) the Overdraft Reserve; (g) the Payroll Reserve; (h) the Priority Payables Reserve and (i) such additional reserves, in such amounts and with respect to such matters, as the Administrative Agent may elect to impose from time to time in its Permitted Discretion.
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Related to UK Availability Reserve

  • Availability Reserve means without duplication, (a) the Rent and Charges Reserve; (b) the Hedge Product Reserve, (c) the Banking Services Reserve; provided that reserves of the type described in this clause (c) shall be instituted only after consultation with the Lead Borrower; (d) the Priority Payable Reserve; (e) the GST, HST Tax Reserve; (f) the Royalty Reserve; and (g) such additional reserves not otherwise addressed in clauses (a) through (f) above, in such amounts and with respect to such matters, as the Administrative Agent in its Permitted Discretion 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 five (5) Business Days’ (or such shorter period as may be agreed by the Lead Borrower) prior written notice to the Lead Borrower, which notice shall include a reasonably detailed description of such applicable 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 may 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 be limited to such Availability Reserve or changes as the Administrative Agent determines in its Permitted Discretion to be necessary (a) to reflect items that could reasonably be expected to adversely affect the value of the applicable Eligible Accounts or Eligible Inventory or (b) to reflect items that could reasonably be expected to adversely affect the enforceability or priority of the Administrative Agent’s Liens on the applicable Collateral, and (iii) 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, criteria, rate or such change; provided that (x) no Availability Reserves may be established after the Closing Date based on circumstances, contingencies, events, conditions or matters known to the Administrative Agent as of the Closing Date for which no Availability Reserve was imposed on the Closing Date or criteria included in the definitions of Eligible Accounts or Eligible Inventory, in each case, as in effect on the Closing Date, unless such events, conditions or matters have changed in any material adverse respect since the Closing Date, (y) in no event shall any Availability Reserve with respect to any component of the Borrowing Base duplicate any Availability Reserve or adjustment already accounted for in determining eligibility criteria (including collection and/or advance rates) and (z) no Availability Reserve shall be imposed on the first 5% of dilution of Accounts and thereafter no dilution Availability Reserve shall exceed 1% for each incremental whole percentage in dilution over 5% (it being agreed that partial percentage point reserves are permitted (e.g., a reserve for 0.1 percentage points where dilution is 5.1%). Notwithstanding clause (i) of the preceding sentence, changes to the Availability Reserves solely for purposes of correcting mathematical or clerical errors (and such other changes as are otherwise agreed to by the Lead Borrower) shall only be subject to a notice period of one (1) Business Day, it being understood that no Default or Event of Default shall be deemed to result therefrom, if applicable, for a period of five (5) Business Days.

  • Availability Reserves means, without duplication of any other Reserves or items to the extent such items are otherwise addressed or excluded through eligibility criteria, such reserves as Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to Agent’s ability to realize upon the Collateral, (b) to reflect claims and liabilities that Agent determines in its Permitted Discretion will need to be satisfied in connection with the realization upon the Collateral, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, or the assets, business, financial performance or financial condition of any Credit Party, or (d) to reflect that a Default or an Event of Default then exists. Without limiting the generality of the foregoing, Availability Reserves may include, in Agent’s Permitted Discretion, (but are not limited to) reserves based on: (i) Rent Reserves; (ii) customs duties, and other costs to release Inventory which is being imported into the United States of America; (iii) outstanding Taxes and other governmental charges, including, without limitation, ad valorem, real estate, personal property, sales, claims of the PBGC and other Taxes which may have priority over the interests of Agent in the Collateral; (iv) salaries, wages and benefits due to employees of any Borrower, (v) Customer Credit Liabilities, (vi) Customer Deposits, (vii) reserves for reasonably anticipated changes in the Appraised Value of Eligible Inventory between appraisals, (viii) warehousemen’s or bailee’s charges and other Permitted Liens which may have priority over the interests of Agent in the Collateral, (ix) amounts due to vendors on account of consigned goods, (x) Cash Management Reserves, (xi) Bank Products Reserves, and (xi) royalties payable in respect of licensed merchandise.

  • Required Availability means Excess Availability and unrestricted cash and Cash Equivalents in an amount of not less than $5,000,000.

  • Availability Block means $15,000,000.

  • Revolving Availability means Class A Revolving Availability or Class B Revolving Availability, as applicable.

  • Borrowing Base Availability means, at the time of any determination, an amount equal to the lesser of the Borrowing Base at such time and the aggregate amount of the Commitments at such time.

  • Availability Amount is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the outstanding principal balance of any Advances.

  • Borrowing Availability means, as of any date of determination, the lesser of (i) the Maximum Amount and (ii) the Borrowing Base, in each case, less the sum of the aggregate Revolving Loan and Swing Line Loan then outstanding.

  • Canadian Availability means, at any time, an amount equal to (a) the lesser of (i) the aggregate Canadian Revolving Commitments at such time and (ii) the Canadian Borrowing Base at such time, minus (b) Commitment Reserves established with respect to the Canadian Loan Parties and/or the Canadian Collateral at such time minus (c) the Aggregate Canadian Credit Exposure at such time.

  • Undrawn Availability at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount, or (ii) the Maximum Revolving Advance Amount, minus the Maximum Undrawn Amount of all Letters of Credit, minus (b) the sum of (i) the outstanding amount of Revolving Advances, plus (ii) amounts due and owing to any Borrower’s trade creditors which are outstanding sixty (60) days or more past the due date thereof.

  • Maximum Availability has the meaning set forth in Section 2.1.1.

  • Revolving Availability Period means the period from and including the Effective Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.

  • Excess Availability means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of Borrower and its Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of Borrower and its Subsidiaries in excess of historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.

  • Non-Availability Charges has the meaning set forth in the CAISO Tariff.

  • Revolving Loan Availability means at any time the lesser of (a) the Revolving Loan Commitment or (b) the Borrowing Base Amount.

  • Average Availability means, with respect to any period, the sum of the aggregate amount of Availability for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.

  • System Availability means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time. Represented algebraically, System Availability for any particular calendar month is determined as follows:

  • Borrowing Base Amount means:

  • Facility Amount means (a) prior to the end of the Revolving Period, $250,000,000, unless this amount is permanently reduced pursuant to Section 2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and (b) from and after the end of the Revolving Period, the Advances outstanding.

  • Available Facility Amount shall have the meaning specified in paragraph 2B(1).

  • Concentration Reserve Percentage means, at any time of determination, the largest of: (a) the sum of the five (5) largest Obligor Percentages of the Group D Obligors, (b) the sum of the three (3) largest Obligor Percentages of the Group C Obligors, (c) the sum of the two (2) largest Obligor Percentages of the Group B Obligors and (d) the largest Obligor Percentage of the Group A Obligors.

  • Revolver Usage means, as of any date of determination, the sum of (a) the amount of outstanding Advances, plus (b) the amount of the Letter of Credit Usage.

  • Required Cash Collateral Amount shall have the meaning provided in Section 3.7(c).

  • Swing Line Availability has the meaning ascribed to it in Section 1.1(c)(i).

  • Collateral Available Funds means with respect to any Distribution Date, the Collateral Floating Percentage of Reallocated Investor Finance Charge Collections with respect to the preceding Monthly Period.

  • Revolving Credit Availability means, at any particular time, the amount by which (x) the Aggregate Revolving Loan Commitment at such time exceeds (y) the Dollar Amount of the Revolving Credit Obligations outstanding at such time.