Availability Reserve Clause Samples

Availability Reserve. Reference is made to that certain Amendment to Account Purchase Agreement and Other Documents entered into, effective as of October 1, 2012, by and between the Customer and WFBC (the “CHOICE Amendment”). Section 2(a)(2) of the CHOICE Amendment states that WFBC may establish reserves, in its sole discretion, with respect to the Available Amount (as that term is defined in the CHOICE Amendment). The Customer acknowledges that, as of the date hereof, for the purpose of determining the Available Amount (as that term is defined in the CHOICE Amendment) under this Agreement and each Affiliate Account Purchase Agreement, WFBC is establishing a reserve in an aggregate amount equal to $2,000,000, which amount may be increased or decreased by WFBC from time to time in its sole discretion.

Availability Reserve. Agent shall have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, modify or eliminate reserves upon at least five (5) Business Days’ prior written notice (which may be by email) to Borrower, which notice shall include a description of such reserve being adjusted or established (during which period Agent shall, if requested, discuss any such reserve or change with Borrower and Borrower may 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 result in a lesser or no change, in each case, in a manner and to the extent reasonably satisfactory to Agent); provided, that, in no event shall such prior notice be required for changes to any reserves resulting solely by virtue of mathematical calculations of the amount of the Availability Reserve in accordance with the methodology of calculation previously utilized. Notwithstanding any other provision of this Agreement to the contrary, (i) the amount of any reserve (or change in reserve) shall (A) have a reasonable relationship to the event, condition or other matter that is the basis for such reserve or change and (B) with respect to dilution reserves, be a reasonable quantification of the incremental dilution of the Borrowing Base attributable to such contributing factors and (ii) in no event shall any reserve (or change in reserve) with respect to any component of the Borrowing Base duplicate any reserve or adjustment already expressly accounted for through eligibility criteria set forth in this Agreement. Agent and Lenders shall not be required to make any Loan or issue any Letter of Credit during any five (5) Business Day notice period set forth in this Section if such Loan or Letter of Credit would result in an Overadvance after giving effect to such implementation of, or change in, reserves.

Availability Reserve. Lender agrees that the Availability Reserve -------------------- established to address discrepancies in inventory reporting by the Borrowers shall be reduced from five Hundred Thousand Dollars ($500,000.000) to Three Hundred and Fifty Thousand Dollars ($350,000.000).

Availability Reserve. In connection with the consent provided for herein, Lender shall, upon the consummation of the sale of Pipe Mill Equipment contemplated by the Purchase Agreement, establish an Availability Reserve equal to $1,500,000 in accordance with Section 1.4 of the Loan Agreement to reduce the amount of Supplemental Revolving Loans otherwise available to Borrower.

Availability Reserve. No later than five (5) Business Days following the receipt of any Net Asset Sale Proceeds from a Specified Asset Sale, the Availability Reserve shall be re-calculated to include NAI-▇▇▇▇▇▇▇▇▇▇v6 such Net Asset Sale Proceeds. Borrowers shall prepay, with interest and with any additional compensation required under Section 5.5.2, the amount (if any) by which the Dollar Equivalent Revolving Facility Usage at the time of any such re-calculation and after giving effect thereto exceeds the amount of the Revolving Credit Commitments. Each increase in the Availability Reserve pursuant to this Section 5.6.4 shall be allocated to each Bank in proportion to its Ratable Share.

Availability Reserve. Notwithstanding anything to the contrary contained in the Loan Agreement or the other Financing Agreements, Lender may in its discretion establish and maintain an Availability Reserve, in addition to and not in limitation of any other Availability Reserve then established or maintained by Lender, in an amount equal to at any time Lender's contingent and non-contingent liabilities under and with respect to the Factor Guarantee, including, without limitation, all direct and indirect liabilities to Factor or any other person under the Factor Guarantee and all other losses, claims, damages, liabilities, costs and expenses which Lender may suffer or incur in connection with the Factor Guarantee.

Availability Reserve. Agent shall have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, modify or eliminate reserves upon at least five (5) Business Days’ prior written notice (which may be by email) to Borrower, which notice shall include a description of such reserve being adjusted or established (during which period Agent shall, if requested, discuss any such reserve or change with Borrower and Borrower may 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 result in a lesser or no change, in each case, in a manner and to the extent reasonably satisfactory to Agent); provided, that, in no event shall such prior notice be required for changes to any reserves resulting solely by virtue of mathematical calculations of the amount of the Availability Reserve in accordance with the methodology of calculation previously utilized. Notwithstanding any other provision of this Agreement to the contrary, (i) the amount of any reserve (or change in reserve) shall (A) have a reasonable relationship to the event, condition or other matter that is the basis for such reserve or change and (B) with respect to dilution

Availability Reserve. Pursuant to Section 2.3 of the Loan Agreement and as a condition to the forbearance provided herein, Lender hereby establishes an availability reserve under the Credit Facility in the amount of One Hundred Thousand Dollars ($100,000.00) for the duration of the Forbearance Period.

Availability Reserve the sum (without duplication) of (a) the Equipment Reserve; (b) the Rent and Charges Reserve; (c) the Bank Product Reserve; (d) the Dilution Reserve; (e) liabilities secured by Liens upon Collateral that are or may be senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); and (f) 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.