Common use of Reserves Clause in Contracts

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the The Agent may establish Reserves or change (including by decreasing the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, ; provided that such Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five (5) Business Days’ notice to the BorrowersBorrower (unless an Event of Default exists and is continuing in which event such notice (which may be oral) may be given at any time prior to the establishment or change and shall not be subject to the five (5) Business Day notice requirement); provided, further, that no such prior notice shall be required for any changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves in accordance with the methodology of calculation previously utilized. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent Agent. During such five (5) Business Days’ notice period, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters of Credit to the extent that such Revolving Loans (including Swingline Loans) or Letters of Credit would cause an Out-Of-Formula Condition to occur after giving effect to the establishment or increase of such Reserve as set forth in the exercise of its Reasonable Credit Judgmentsuch notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 2.9 2.5 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. In the event that the Agent has determined to establish or change a Reserve pursuant to the first sentence of this Section 2.5 and the Reserve amount to be so established or as modified is inconsistent with the Reserve amount determined by the Agent, then the greater Reserve amount so determined shall apply. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained specific item excluded as ineligible in the definitions definition of “Eligible AccountsAccount”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service VehiclesInventory” or “Eligible Unbilled AccountsAccount”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versaany then-existing Reserve. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, Merchandise and Consumables Inventory” or “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Value of Eligible Merchandise and Consumables Inventory or Eligible Rental Equipment or the Net Orderly Liquidation Value of Eligible Rental Equipment Merchandise and Consumables Inventory or Eligible Service VehiclesRental Equipment, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, from time to time in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves Permitted Discretion upon three (3) Business Days prior notice to Borrowing Agent (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not established to account for clerical or mathematical errors, which may be established or changed without any such prior notice); provided, that if the implementation of any such Reserve would result in an overadvance after the Closing Date except upon not less than five Business Days’ notice giving effect to any requested Advance, notwithstanding anything contained herein to the Borrowerscontrary, Agent and Lenders shall have no obligation to make such Advance during such three (3) Business Day period and, notwithstanding anything to the contrary in this Agreement, Borrowers shall have the right to rescind such request for Advance without penalty during such period. The Agent will shall be available during such three (3) Business Day period to discuss any such proposed Reserve or change Reserves with the Borrowers andBorrowers. Reserves shall be limited to such Reserves as Agent determines in its Permitted Discretion are necessary to reflect changes that (i) could reasonably be expected to materially and adversely affect Agent's ability to realize upon the Collateral, without limiting (ii) reflect priority claims and liabilities that will need to be satisfied in connection with the right realization upon the Collateral and/or (iii) reflect events, conditions, contingencies or risks that differ from the facts or events known to Agent on the Closing Date and which directly, materially and adversely affect any component of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and Borrowing Base. The contributing factors to the extent reasonably satisfactory imposition or increase of any Reserve shall not duplicate the exclusionary criteria set forth in any definitions related to eligibility (including Eligible Inventory or Eligible Receivables) or any other Reserve, and the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 in its Permitted Discretion shall have bear a reasonable relationship as determined by to the factors giving rise thereto. If the factors giving rise to such Reserve or any of the elements in the immediately preceding sentence and clauses (i), (ii) and (iii) above no longer remain true in respect of a Reserve, then Agent shall promptly reduce or eliminate such Reserve and notify Borrowing Agent of the same; provided that the failure to so notify Borrowing Agent shall not affect the reduction or elimination of such Reserve). Notwithstanding the foregoing, Agent may, in its Reasonable Credit Judgment Permitted Discretion, establish a Reserve in respect of all past due rent and other past due amounts owing by a Loan Party to the eventany landlord, condition warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other matter Person who possesses any Collateral included in the Borrowing Base; provided, that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve no such reserve shall not (i) be established pursuant against any Collateral located on a location which is subject to this Section 2.9 to a Lien Waiver Agreement or collateral access agreement, (ii) be established during the extent that 90 day period commencing on the Closing Date (or such Reserve would be duplicative of any eligibility criteria contained longer period as Agent may agree in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunderwriting), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.,

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the The Agent may establish Reserves or change (including by decreasing the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, ; provided that such Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five (5) Business Days’ notice to the BorrowersBorrower (unless an Event of Default exists and is continuing in which event such notice (which may be oral) may be given at any time prior to the establishment or change and shall not be subject to the five (5) Business Day notice requirement); provided, further, that no such prior notice shall be required for any changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves in accordance with the methodology of calculation previously utilized. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit JudgmentAgent. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 2.9 2.5 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. In the event that the Agent has determined to establish or change a Reserve pursuant to the first sentence of this Section 2.5 and the Reserve amount to be so established or as modified is inconsistent with the Reserve amount determined by the Agent, then the greater Reserve amount so determined shall apply. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained specific item excluded as ineligible in the definitions definition of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service VehiclesAccount” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versaany then-existing Reserve. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than with respect Notwithstanding anything to Pari Passu Debt Reserves the contrary in Section 2.01, Administrative Agent may at any time establish one or more reserves which, for the avoidance of doubt, shall include, without limitation, the Dilution Reserve, royalty reserves, and Waterfall Priority Hedge Agreement Reserves reserves relating to intercompany markups (which shall be established and changed “Reserves”) as set forth Administrative Agent may deem appropriate in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Administrative Agent’s Reasonable Credit Judgment))Permitted Discretion. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or circumstance or fact that is the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves basis for such Reserve and Waterfall Priority Hedge Agreement Reserves) shall not be duplicative of any other Reserve established and currently maintained. Upon establishment or changed after the Closing Date except upon not less than five Business Days’ notice increase in any Reserve, Administrative Agent agrees to the Borrowers. The Agent will be make itself available during such period to discuss any such proposed Reserve or change with same, and the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve circumstance no longer exists, in a manner and to the extent reasonably satisfactory to the Agent Administrative Agent, in its Permitted Discretion. A Reserve may limit the Borrowing Capacity, reduce the Borrowing Base (by reduction of an advance rate set forth in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition Borrowing Base or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versaotherwise), or reserves or criteria deducted in computing otherwise restrict Borrower’s ability to borrow under the Net Orderly Liquidation Value terms of Eligible Rental Equipment or Eligible Service Vehicles, and vice versathis Agreement. The Administrative Agent shall endeavor to notify Borrower promptly after the establishment of any Reserve with respect Reserve; provided, however, under no circumstance shall the delivery or receipt of any such notice constitute a condition to Administrative Agent’s establishment of any obligationReserve. For the avoidance of doubt, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount subject to the holder of such obligationforegoing, chargeAdministrative Agent may in Administrative Agent’s Permitted Discretion (but Administrative Agent shall have no obligation in any circumstance to) increase, liability reduce or debt or release any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and Reserve that was previously established under the other Loan Documentsthis Section 2.04.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the The Agent may establish Reserves or change (including by decreasing the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, ; provided that such Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five (5) Business Days’ notice to the BorrowersBorrower (unless an Event of Default exists and is continuing in which event such notice (which may be oral) may be given at any time prior to the establishment or change and shall not be subject to the five (5) Business Day notice requirement); provided, further, that no such prior notice shall be required for any changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves in accordance with the methodology of calculation previously utilized. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit JudgmentAgent. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 2.9 2.5 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. In the event that the Agent has determined to establish or change a Reserve pursuant to the first sentence of this Section 2.5 and the Reserve amount to be so established or as modified is inconsistent with the Reserve amount determined by the Agent, then the greater Reserve amount so determined shall apply. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained specific item excluded as ineligible in the definitions definition of “Eligible AccountsAccount”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service VehiclesInventory” or “Eligible Unbilled AccountsAccount”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versaany then-existing Reserve. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other 7.1 With a view to securing so far as may reasonably be practicable that the service charge shall be progressive and cumulative rather than irregular and that tenants in the Building for the time being shall bear a proper part of accumulating liabilities which accrue in the future, the Landlord is entitled to include, as an item of service charge for any service charge period, an amount which the Landlord reasonably determines is appropriate to build up and maintain a reserve fund in accordance with respect the principles of good estate management provided that for the avoidance of doubt the Tenant is only obliged to Pari Passu Debt Reserves pay a due proportion (as defined in this Schedule 4, Part 1 (Obligations of the parties) paragraph 3 (Definition of “due proportion”)) subject to the service charge cap and Waterfall Priority Hedge Agreement Reserves the other provisions of this Schedule (which shall including without limitation this Schedule 4, Part 1 (Obligations of the parties) paragraph 10 (Tenant’s protection provisions)). 7.2 Any reserve fund is to be established and changed as set forth maintained to cover reasonable prospective and contingent costs of carrying out reasonably necessary repairs, decoration, maintenance and renewals and of complying with statutes, bylaws and regulations of all competent authorities and of the insurers in relation to the use, occupation and enjoyment of the tenants from time to time in the respective definitions thereof Building. 7.3 If the Landlord includes any provision for a reserve fund in the service charge the Landlord must specify in the statement of service charge what element of service charge relates to the reserve fund and what payments have been made out of any such reserve fund. 7.4 The Landlord shall not be entitled to utilise any part of the reserve fund unless all tenants in the Building are contributing towards the same or if any Lettable Area is unlet (or other tenants in the Building are not contributing towards the same) the Landlord is contributing a due proportion. 7.5 Any such reserve fund collected by the Landlord must until the same is expended be held in a separate deposit account on trust for tenants with interest accruing to the relevant account and not to the Landlord. 7.6 On expiry or sooner determination of the Term any sums contributed to the reserve fund by the Tenant which have not been expended in accordance with the terms of this Section 2.9 (including any requirement that they Schedule shall be established repaid to the Tenant within ten working days of expiry or changed in the exercise sooner determination of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan DocumentsTerm.

Reserves. Other than with respect In addition to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be any reserves for specific line items that are already established and changed as set forth in the respective definitions thereof Budget, if an Event of Default or Unmatured Default has occurred, Lender may establish and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise set aside out of the Agent’s Reasonable Credit Judgment))undisbursed proceeds of the Loan, reserves (collectively, the Agent “Reserves”) in such amounts as may establish Reserves or change any be reasonably estimated by Lender from time to time to provide for payment of the Reserves, items of Project Cost as the same may accrue or become payable prior to the repayment in full of the exercise of its Reasonable Credit JudgmentLoan. Notwithstanding the foregoing, Amounts set aside as Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less available for disbursement to Borrower for any purpose other than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right payment of the Agent item or group or items for which the Reserve was established. Based upon the facts then available to establish or change such Reserves in Lender, Lender may adjust and reallocate the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve from time to time. Items for which Reserves may be established shall include (i) interest on the Loan, (ii) real estate taxes and assessments, and (iii) premiums on insurance policies and bonds (if any) required to be furnished by Borrower hereunder. Borrower hereby acknowledges that Lender has established and set aside out of the Agent pursuant to this Section 2.9 shall have a reasonable relationship Loan, an interest reserve (the “Interest Reserve”) in the amount of $400,000.00 for the payment of interest on the Loan as determined by the Agent in its Reasonable Credit Judgment same may accrue or become payable prior to the event, condition or other matter that is repayment in full of the basis for Loan. Amounts set aside as the Reserve. Notwithstanding anything herein to the contrary, a Interest Reserve shall not be established pursuant available for disbursement to this Section 2.9 Borrower for any purpose other than payment of interest. Disbursement of the Interest Reserve shall be made only if there is negative cash flow for the Property and the Interest Reserve shall be used only to the extent of the excess of the negative cash flow to pay the interest on the Loan. Notwithstanding anything to the contrary contained herein, Borrower shall not be required to pay interest on the Interest Reserve unless funds are disbursed from such Interest Reserve. To the extent Reserves are established for any of the items set forth in clauses (ii) and (iii) above and provided that such Reserve would be duplicative (i) no Event of Default or Unmatured Default hereunder has occurred, and (ii) the Loan is not out of balance, as described in Section 5.8 below, Lender may, and at the request of Borrower shall, disburse the Reserves for the respective purposes for which they have been set aside, either by payment of items for which the Reserves have been set aside, or by reimbursement to Borrower for payment so made by Borrower; provided that nothing herein shall impose upon Lender any obligations whatsoever to see to the proper allocation of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentsmonies by Borrower.

Reserves. Other than Lender may from time to time establish and revise such reserves as Lender deems appropriate in its sole discretion ("Reserves") to reflect (i) events, conditions, contingencies or risks which affect or may affect (A) the Collateral or its value, or the security interests and other rights of Lender in the Collateral or (B) the assets, business or prospects of Borrower or any Obligor, (ii) Lender's good faith concern that any Collateral report or financial information furnished by or on behalf of Borrower or any Obligor to Lender is or may have been incomplete, inaccurate or misleading in any material respect, (iii) any fact or circumstance which Lender determines in good faith constitutes, or could constitute, a Default or Event of Default or (iv) any other events or circumstances which Lender determines in good faith make the establishment or revision of a Reserve prudent. Without limiting the foregoing, Lender shall (x) in the case of each Credit Accommodation issued for the purchase of Inventory (a) which meets the criteria for Eligible Inventory set forth in clauses (i), (ii), (iii), (v) and (vi) of Eligible Inventory, (b) which is or will be in transit to one of the locations set forth in Section 10(d), (c) which is fully insured in a manner satisfactory to Lender and (d) with respect to Pari Passu Debt Reserves which Lender is in possession of all bills of lading and Waterfall Priority Hedge Agreement Reserves all other documentation which Lender has requested, all in form and substance satisfactory to Lender in its sole discretion, establish a Reserve equal to the cost of such Inventory (which plus all duties, freight, taxes, insurance, costs and other charges and expenses relating to such Credit Accommodation or such Eligible Inventory) multiplied by a percentage equal to 100% minus the Inventory Advance Rate applicable to Eligible Inventory and (y) in the case of any other Credit Accommodation issued for any purpose, establish a Reserve equal to the full amount of the Credit Accommodation Balance. In addition, (x) Lender shall be established and changed as establish a permanent Reserve in the amount set forth in Section 1(f) of Schedule A, and (y) if the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise outstanding principal balance of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve Term Loan advance with respect to any obligationEligible Equipment exceeds the percentage of the appraised value of such Eligible Equipment set forth in Section 2(a) of Schedule A, chargeLender may establish an additional Reserve in the amount of such excess (and, liabilityfor this purpose, debt or otherwise if payments of principal on the Term Loan advances against Eligible Equipment and Real Property are not calculated separately, payments of principal of the Term Loan made by Borrower shall in no event grant any rights or be deemed to have granted any rights in such reserved amount apply to the holder Term Loan advance with respect to Eligible Equipment and Real Property, respectively, in proportion to the original principal amounts of such obligationadvances). Lender may, chargein its discretion, liability establish and revise Reserves by deducting them in determining Availability or debt by reclassifying Eligible Accounts or any other Person (except Eligible Inventory as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentsineligible.

Reserves. Other than Anything to the contrary in this Section 2.1 notwithstanding, Lender shall have the right to establish reserves in such amounts, and with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed such matters, as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed Lender in the exercise of its reasonable (from the Agent’s Reasonable Credit Judgment))perspective of a secured asset-based lender in the same or similar circumstances) business judgment shall deem necessary or appropriate or in the event of a Material Adverse Change, against the Agent may establish Reserves amount of Revolving Loans available hereunder, including reserves with respect to (i) sums that Borrower is required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or change other amounts payable under such leases) and has failed to pay under any Section of this Agreement or any other Loan Document, and (ii) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any of the ReservesCollateral (other than any existing Permitted Lien set forth on Schedule 4.3(b) that is specifically identified thereon as entitled to have priority over Lender’s Liens), which Lien or trust Lender, in the exercise of its Reasonable Credit Judgmentreasonable (from the perspective of a secured asset-based lender in the same or similar circumstances) business judgment, believes likely would have a priority superior to Lender’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. Notwithstanding Lender will use reasonable efforts to inform Borrower of any such reserves within five Business Days after establishing same; provided, that Lender shall have no liability for any delay or failure in doing so and any delay or failure to do so shall not impair any of Lender’s rights or Borrower’s obligations under the Loan Documents. In addition to the foregoing, Reserves (other than Pari Passu Debt Reserves Lender and Waterfall Priority Hedge Agreement Reservesits real estate valuation advisor shall have the right to determine the value of any property securing an SBA 7(a) shall not be established or changed after Loan during each calendar quarter for the Closing Date except upon not less than five Business Days’ notice to purpose of redetermining the Borrowers. The Agent will be available during fair market value of the collateral securing such period to discuss any such proposed Reserve or change with the Borrowers SBA 7(a) Loan and, without limiting as a result, redetermining the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis appropriate advance rate for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan DocumentsNon-Guaranteed Note Receivable portion thereof.

Reserves. Other than with respect Notwithstanding anything to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment))contrary, the Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment. Notwithstanding Permitted Discretion establish and increase or decrease Reserves; provided that, so long as no Event of Default has occurred and is continuing, the foregoingAdministrative Agent shall have provided the Parent Borrower at least three (3) Business Days’ prior written notice of any such establishment or increase; and provided further that the Administrative Agent may only establish or increase a Reserve after the date hereof based on an event, Reserves (condition or other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed circumstance arising after the Closing Date except upon or based on facts not less than five Business Days’ notice known to the BorrowersAdministrative Agent as of the Closing Date. The amount of any Reserve established by the Administrative Agent will shall have a reasonable relationship to the event, condition, other circumstance or new fact that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available during such period to discuss any such the proposed Reserve or change with the Borrowers andincrease, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, and the Borrowers may take such action as may be required so that the event, condition condition, circumstance or matter new fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Reasonable Credit JudgmentPermitted Discretion. The amount In no event shall such notice and opportunity limit the right of any Reserve established by the Administrative Agent pursuant to this Section 2.9 establish or change such Reserve, unless the Administrative Agent shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to Permitted Discretion that the event, condition condition, other circumstance or other matter new fact that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the ReserveBorrowers. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any duplicate eligibility criteria contained in the definitions definition of “Eligible Accounts”. 66 ARTICLE III TAXES, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versaINCREASED COSTS PROTECTION AND ILLEGALITY 67 SECTION 3.01. The establishment of any Reserve with respect Taxes 67 SECTION 3.02. Illegality 69 SECTION 3.03. Inability to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.Determine Rates 70

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the The Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except Permitted Discretion upon not less than at least five Business Days’ (or in the case of mathematical or clerical errors, one Business Day’s) prior written notice to the Borrowers. The Lead Borrower, which notice shall include a reasonably detailed description of the Availability Reserve being established (during which period (a) the Administrative Agent will be available during such period to shall, if requested, discuss any such proposed Availability Reserve or change with the Borrowers and, without limiting Lead Borrower and (b) the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers 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 no longer exists, exists or exists in a manner that would result in the establishment of a lower Availability Reserve in a manner and to the extent reasonably satisfactory to the Administrative Agent), establish, amend or modify any Availability Reserve. No Availability Reserve may be taken after the Closing Date may be modified after the Closing Date, in either case based on circumstances, conditions, events or contingencies known to the Administrative Agent as of the Closing Date for which no Availability Reserve was imposed on the Closing Date, unless such circumstances, conditions, events or contingencies have changed in any material adverse respect since the exercise Closing Date. Notwithstanding any other provision of its Reasonable Credit Judgment. The this Agreement to the contrary, (a) 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 (b) the amount of any such Availability Reserve established by (or change in Availability Reserve) and the Agent pursuant scope of any change in eligibility standards shall be a reasonable quantification of the incremental dilution of the Borrowing Base attributable to this Section 2.9 the relevant contributing factor or shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a such Availability Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentschange.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the a) The Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit JudgmentPermitted Discretion establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, any Required Reserve Notice shall have been given to the Company. Notwithstanding The amount of any Reserve established or modified by the foregoingAdministrative Agent shall have a reasonable relationship to circumstances, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) conditions, events or contingencies that are the basis for such Reserve, as reasonably determined, without duplication, by the Administrative Agent; provided that circumstances, conditions, events or contingencies existing or arising prior to the Closing Date and, in each case, disclosed in writing in any Field Examination or Appraisal delivered to the Administrative Agent in connection herewith or otherwise known to the Administrative Agent prior to the Closing Date shall not be established or changed the basis for any establishment of any Reserves after the Closing Date, unless (x) such circumstances, conditions, events or contingencies shall have changed in a material respect since the Closing Date except upon not less than five Business Days’ notice or (y) the Administrative Agent has identified, or been made aware of, such circumstances, conditions, events or contingencies prior to the Borrowers. The Closing Date and advised the Company that a future Reserve may be taken therefor. (b) Upon delivery of such notice, the Administrative Agent will shall be available during such period to discuss any such the proposed Reserve or change with increase, and the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Company may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Reasonable Credit JudgmentPermitted Discretion. The amount In no event shall such notice and opportunity limit the right of any Reserve established by the Administrative Agent pursuant to this Section 2.9 establish or change such Reserve, unless the Administrative Agent shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to Permitted Discretion that the event, condition or other matter that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the ReserveCredit Parties. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any duplicate eligibility criteria contained in the definitions definition of the term “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and MerchandiseFee-Owned Real Estate”, “Eligible Service VehiclesInTransit Inventory”, “Eligible Insured and Letter of Credit Backed Account” or “Eligible Unbilled Accounts”, Inventory” and vice versa, or reserves or criteria deducted in computing the Cost or Fair Market Value or the Outstanding Balance or the Net Orderly Liquidation Value of any Eligible Rental Equipment Account, Eligible Equipment, Eligible Fee-Owned Real Estate, Eligible In-Transit Inventory, Eligible Insured and Letter of Credit Backed Account or Eligible Service VehiclesInventory, as the case may be, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than with respect The Administrative Agent will have the right to Pari Passu Debt Reserves modify eligibility criteria (if the effect thereof is to reduce the Borrowing Base then in effect) and Waterfall Priority Hedge Agreement Reserves (which shall be established establish and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the modify Reserves, in the exercise of each case in its Reasonable Credit Judgment. Notwithstanding the foregoingPermitted Discretion, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be any modified eligibility criteria or newly-established or changed modified Reserves shall become effective on the third Business Day after the Closing Date except upon not less than five Business Days’ Administrative Agent provides written notice thereof to the Borrowers. The Borrower (which notice shall include a description in reasonable detail of the basis for such determination); provided that (a) the Administrative Agent will shall be available during such period to discuss any such proposed modification or Reserve or change with the Borrowers Borrower and, without limiting the right of the Administrative Agent to modify eligibility criteria or to establish or change such modify Reserves in the Agent’s Reasonable Credit Judgmentits Permitted Discretion, the Borrowers Borrower may take such action as may be required so that the eventcircumstances, condition conditions, events or matter contingencies that is are the basis for such modification or such Reserve no longer existsexist, in a manner and to the extent reasonably satisfactory to the Administrative Agent in its Permitted Discretion, (b) the exercise Administrative Agent shall not establish a general “availability block”, (c) any standard of its Reasonable Credit Judgment. The amount of any eligibility or Reserve established or modified by the Administrative Agent pursuant to this Section 2.9 shall have bear a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the eventcircumstances, condition conditions, events or other matter contingencies that is are the basis for such standards of eligibility or Reserve, as reasonably determined, without duplication, by the Reserve. Notwithstanding anything herein Administrative Agent in good faith, and (d) if the Initial ABL Collateral Reports have been delivered to the contraryAdministrative Agent prior to the Closing Date, a Reserve then the circumstances, conditions, events or contingencies existing or arising prior to the Closing Date and, in each case, disclosed in writing in the Initial ABL Collateral Reports shall not be established pursuant to this Section 2.9 the basis for any such establishment or modification after the Closing Date unless such establishment or modification is based on a change in any such circumstance, condition, event or contingency after the Closing Date or on the Administrative Agent becoming aware after the Closing Date of any facts or other information (including any interpretation of applicable law) that is inconsistent with its understanding or analysis of such circumstance, condition, event or contingency prior to the extent Closing Date, provided that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”Administrative Agent may establish and modify a Royalty Reserve, “Eligible Rental Equipment”a Rent Reserve, “Eligible Spare Parts a reserve for sales Taxes, excise Taxes and Merchandise”, “Eligible Service Vehicles” VAT or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any a Reserve with respect to any obligationa third party warehouse or other bailee location in accordance with the express provisions hereof, charge, liability, debt or otherwise notwithstanding that no such Reserve shall in no event grant any rights or be deemed to have granted any rights in such reserved amount been established on the Closing Date. Subject to the holder of such obligation, charge, liability or debt immediately preceding sentence and the other provisions hereof expressly permitting the Administrative Agent to adjust the Borrowing Base or any other Person (except as explicitly set forth hereunder)component thereof, but the Borrowing Base at any time shall solely be viewed as amounts reserved determined by reference to protect the interests most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.1(m) or pursuant to the definition of the Secured Parties hereunder and under term “Unrestricted Subsidiary” or Section 6.8(b)(ix) or 6.8(b)(xii) (or, prior to the other Loan Documentsfirst such delivery, the Borrowing Base Certificate referred to in Section 3.1(c)).

Reserves. Other than Seller agrees that Purchaser shall deduct from the Purchase Price a sum equal to percent ( %) of the ledger card balances of the Contracts set forth in Exhibit 1, which sum shall be held in a Reserve as a liability owing Seller, but Purchaser shall in no event be liable for any interest thereon. The Reserve shall be held by Purchaser for a period of either: (i) days after the Closing Date (the "Limited Reserve Period") or (ii) until all Contracts set forth in Exhibit 1 are paid in full (the "Term Reserve Period"). With respect to the Contracts listed and identified as Exhibit 1, Seller and Purchaser hereby agree that the period of the Reserve shall be (initial one): Limited Reserve Period --- Term Reserve Period --- Purchaser may, at Purchaser's sole discretion, charge against and deduct from the Reserve under the following circumstances: (a) Upon the happening of any of the following "Events of NonCompliance" with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge any of the Contracts: Revised February, 1998 4 (i) The Purchaser is unable, after a good faith reasonable effort, to verify the Contract Obligor's employment or residence at the place furnished by Seller; (ii) Any Contract Obligor files bankruptcy; (iii) The Financed Vehicle is repossessed; (iv) The Contract Obligor asserts that there are major mechanical problems with the Motor Vehicle; (v) Purchaser determines, in Purchaser's sole discretion, that the Contract Obliger will not make contractual payments due to Purchaser in accordance with the terms of the Contract. Upon the occurrence of any of the Events of Non-Compliance identified above, Purchaser shall have the right to deduct from the Reserve the amount of the Purchase Price of that Contract received by Seller from Purchaser, less any principal reduction applied to the Contract's account plus the interest that would have been earned on the Contract for the period the Contract was held by the Purchaser at the rate of interest charged under the Contract to the customer, or if no interest is charged under the Contract, at the rate of 20% per annum. (b) Seller breaches any representations, warranties, covenants or any other provisions of this Agreement, provided, however, any deductions or charges against the Reserve under this provision for breach of the Agreement Reserves (which shall be established and changed not relieve Seller of Seller's obligation to repurchase any Contracts as set forth in Section 6.1 of this Agreement. In addition, upon deduction from the respective definitions thereof Reserve by Purchaser under this provision for breach of the Agreement, upon notification by Purchaser to Seller of such deduction or charge, Seller shall submit to Purchaser within five (5) calendar days a sum sufficient to refund the Reserve to the amount prior to such deduction or charge, it being understood and agreed between Seller and Purchaser that the primary purpose of the Reserve is to provide security for the Events of Non-Compliance set forth above and deduction from or charges against the Reserve for breaches of the Agreement provides Purchaser additional security to compensate Purchaser for the effect of such breaches, but Seller is obligated to refund the Reserve in the event such charges are taken. Upon the occurrence of a breach of the Agreement, Purchaser shall have the right, but not the obligation, to deduct from the Reserve the balance due and Revised February, 1998 5 owing on any Contract which is the subject of such breach at the time as if the Contract Obligor on the Contract had prepaid the obligation in full on that date (the net-payoff balance). At the end of the Limited Reserve Period or Term Reserve Period, whichever is applicable, if Seller is not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve known default with respect to any obligationprovision of this Agreement, chargeand there are no known Events of Non-Compliance with respect to any of the Contracts, liabilityPurchaser shall remit to Seller the remaining balance, debt if any, of Reserve to Seller, provided, however: (i) if prior to such date, Purchaser is investigating a potential breach of the Agreement or otherwise Event of Non-Compliance of a Contract, Purchaser shall have the right to retain so much of the Reserve as would be necessary to satisfy such a deduction from the Reserve for such a breach or Event of Non-Compliance; (ii) if, prior to such date, the balance remaining in no event grant the Reserve is inadequate to fund the repurchase of a Contract or compensate for the breach of the Agreement, Purchaser may retain the balance remaining in the Reserve and retain the Contract until Seller pays to Purchaser the balance of the repurchase amount owed to Purchaser for such Contract; (iii) if Purchaser discovers any rights or be deemed Event of NonCompliance that occurred during the Reserve Period subsequent to have granted any rights in such reserved amount return to the holder Reserve balance to Seller, upon Purchaser's request Seller shall remit to Purchaser the amount necessary to cover such Non-Compliance up to the amount of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved Reserve returned to protect the interests of the Secured Parties hereunder and under the other Loan DocumentsSeller.

Reserves. Other than Agent may, from time to time establish and revise reserves against the Borrowing Base and the Maximum Revolving Facility Amount in such amounts and of such types as Agent deems appropriate in its Permitted Discretion ("Reserves") to reflect (i) Rent and Charges Reserves, (ii) events, conditions, contingencies or risks which affect (A) the Collateral or its value, or the enforceability, perfection or priority of the security interests and other rights of Agent in the Collateral or (B) the assets or business of any Borrower or any other Loan Party (including the Dilution Reserve), (iii) Agent's good faith concern that any Collateral report or financial information furnished by or on behalf of any Borrower or any other Loan Party to Agent is or may have been incomplete, inaccurate or misleading in any material respect, (iv) any fact or circumstance which Agent determines in its Permitted Discretion constitutes, or could constitute, an Event of Default, (v) past due Taxes which could result in a Lien attaching to any of the Collateral, (vi) as to ABL Priority Collateral subject to the laws of Canada, for amounts due and not paid for wages or vacation pay (including amounts protected by the Wage Earner Protection Program Act (Canada)), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), amounts currently or past due and not paid for realty, municipal or similar Taxes, all amounts currently or past due and not contributed, remitted or paid to any Canadian Pension Plan or under the Canada Pension Plan or the PBA, and any amounts representing any unfunded liability, solvency deficiency or wind up or (vii) any other events or circumstances which Agent determines in good faith (in consultation with the Borrower) make the establishment or revision of a Reserve prudent. Reserves shall not be established as and to the extent already addressed by “eligibility” or already accounted for in the determination of NOLV or other value. In no event shall the establishment of a Reserve in respect of a particular actual or contingent liability obligate Agent to make advances to pay such liability or otherwise obligate Agent with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves thereto; provided the imposition of any such reserves or change in a reserve after the Closing Date shall not be effective until one (1) Business Day after notice thereof (which shall be established in writing) to the Borrower Representative unless (i) an Event of Default has occurred, Agent has provided notice thereof, and changed as set forth such Event of Default is continuing, (ii) the reserve or change in reserve is the result of a Lien (other than a Permitted Lien), senior in priority to Agent’s Lien, attached to any ABL Priority Collateral included in the respective definitions thereof and not 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 this Section 2.9 the methodology of calculation previously utilized (including any requirement that they be established or changed in the exercise case of each of which such reserve or change in reserve shall be effective immediately); provided, further that during any such one (1) Business Day notice period, Lenders shall have no obligations to fund any Loan or cause to be issued any Letter of Credit to the Agent’s Reasonable extent that, after giving pro forma effect to the making of such Loan or issuance of such Letter of Credit Judgment))and to the establishment of any such new reserve or change in such reserve, the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit JudgmentLoan Limits would be exceeded. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) the Agent agrees it shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice permitted to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of implement any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentsa Mexican “social reserve”.

Reserves. Other than ABL Agent agrees that upon the request of the Term Agent, it shall make itself available, upon reasonable notice and at a mutually available time, for discussion with respect the Term Agent regarding the amount or computation of any Reserves that are permitted to Pari Passu Debt be established pursuant to the ABL Loan Agreement and the determination of the eligibility of any Collateral included in the ABL Borrowing Base, provided that, except as such may relate to the “Availability Block” or the “Second Lien Deficiency Reserve”, the foregoing agreement shall not limit or impair the ABL Agent’s rights to establish, increase, reduce or eliminate any such Reserves or determine the eligibility of such Collateral or require any prior notice to, or consent from, the Term Agent or the Term Loan Lenders thereto; provided further that the ABL Agent shall not eliminate any category of Reserves existing as of the date hereof or change the methodology for the calculation of such Reserves or eligibility which would have the effect of increasing the ABL Borrowing Base or decreasing Reserves without the consent of the Term Agent. For the purposes of determining the Second Lien Deficiency Reserve under the ABL Loan Agreement, each of the Term Loan Claimholders and Waterfall Priority Hedge Agreement Reserves (which the Obligors agrees that the ABL Agent shall be established entitled to rely solely on the calculation thereof made by the Borrower as reflected in the most recent Borrowing Base Certificate delivered by the Borrower to the ABL Agent, unless the ABL Agent is notified in writing by the Term Agent that such calculation is inaccurate and changed providing the ABL Agent with the correct calculation of the Second Lien Deficiency Reserve (“Second Lien Deficiency Reserve Correction Notice”), and, in such event, the ABL Agent shall be entitled to rely solely on the calculation of the Second Lien Deficiency Reserve made by the Term Agent as reflected in the Second Lien Deficiency Reserve Correction Notice. Upon receipt by the ABL Agent of a Borrowing Base Certificate or a Second Lien Deficiency Reserve Correction Notice, as applicable, the Revolving Credit Agent shall have a reasonable period of time to implement any adjustments to the Second Lien Deficiency Reserve as set forth in such Borrowing Base Certificate or such Second Lien Deficiency Reserve Correction Notice, as the respective definitions thereof case may be (it being agreed that (i) when the Second Lien Deficiency Reserve is reported in a Borrowing Base Certificate, the Second Lien Deficiency Reserve will be implemented at the same time as the implementation of the other information reported in such Borrowing Base Certificate and not (ii) when the Second Lien Deficiency Reserve is reported in accordance a Second Lien Deficiency Reserve Correction Notice, adjustments to the Second Lien Deficiency Reserve will be implemented with this Section 2.9 reasonable promptness (including and, in any requirement event, within three (3) Business Day) after the receipt of such notice). Each of the Term Loan Claimholders and the Obligors agrees that they be established no ABL Claimholder shall have any liability for relying on the calculation of the Second Lien Deficiency Reserve as set forth in a Borrowing Base Certificate delivered by the Borrower or changed in the exercise Second Lien Deficiency Reserve Correction Notice delivered by the Term Agent, as the case may be. Each of the Agent’s Reasonable Credit Judgment))Term Loan Claimholders and the Obligors agrees that in the event of any discrepancy or dispute between the Term Loan Claimholders and the Obligors as to the amount of the Second Lien Deficiency Reserve, the Agent may establish Reserves or change any ABL Claimholders shall be entitled to rely solely on the calculation of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Second Lien Deficiency Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve Term Loan Claimholders and shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect have no liability to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentsfor doing so.

Reserves. Other than (a) Upon the written request of the ABL Term Loan Agent, the Administrative Agent shall establish an Availability Reserve with respect to Pari Passu Debt Reserves Bank Products which are provided by any Revolving Lender or its Affiliates, at any time that (i) a Specified Default has occurred and Waterfall Priority Hedge Agreement Reserves is continuing or (which ii) Availability is less than (A) fifteen percent (15%) for more than five (5) Business Days or (B) twelve and one-half percent (12.5%) at any time in each case of the Line Cap. The amount of the applicable Reserve shall be established determined by the Administrative Agent in good faith consistent with past practices for similarly situated borrowers and changed as set forth shall be reviewed and adjusted by the Administrative Agent periodically (but no less frequently than with the delivery of a Borrowing Base Certificate) to reflect any material changes in the respective definitions thereof credit exposure with respect to such Bank Products for which the Reserve has been established. Any Reserve established pursuant to this SECTION 8.18(a) shall automatically be released and not no longer required from and including the date of which such Specified Default is no longer continuing or, if such Reserve has been imposed pursuant to clause (ii) above, the date of which the Borrower has delivered a Borrowing Base Certificate evidencing Availability equal to or in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise excess of the Agent’s Reasonable Credit Judgmentlevel indicated in this SECTION 8.18(a)(i)(A)), . The foregoing provisions are intended solely to establish circumstances in which the Administrative Agent may must establish Reserves or change any such Availability Reserve with respect to Bank Products. The provisions of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reservesthis SECTION 8.18(a) shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting limit the right of the Administrative Agent to establish additional Reserves at such time and in such amounts as the Administrative Agent determines in its reasonable discretion to the extent otherwise permitted by the terms of this Agreement. The Administrative Agent hereby agrees promptly upon the reasonable written request of the ABL Term Loan Agent to provide to the ABL Term Loan Agent the aggregate amount of Obligations in respect of Bank Products outstanding at such time; provided, that no right or benefit of the Administrative Agent hereunder shall at any time, in any way be prejudiced or impaired by any failure of the Administrative Agent to provide such information. (b) Notwithstanding anything to the contrary contained in this Agreement, as long as the ABL Term Loan remains outstanding, the Administrative Agent shall maintain Reserves of the type existing on the First Amendment Effective Date, which Reserves shall be calculated using the same methodology used prior to the First Amendment Effective Dated provided that (x) the Administrative Agent may eliminate any Reserve, (other than any reserves described in SECTION 8.18(a) (which shall by implemented and/or removed in accordance with the terms of clause (a) above) concurrent with, or after elimination of the event or circumstance that gave rise to the establishment of such Reserve, and (y) the Administrative Agent may in its reasonable discretion change the methodology used to calculate any Reserve if the effect of such change is to increase the amount of such Reserve. For clarity, the foregoing shall not limit the right of the Administrative Agent (i) to modify the amount of any of the Reserves based upon mathematical calculations (e.g., based on an increase or reduction in Customer Credit Liabilities at the time of calculation), including reducing the amount of any such Reserves to an amount less than those Reserves in effect on the First Amendment Effective Date, or (ii) without regard to clause, (i) hereof to increase any Reserve from the level in effect at the time of the First Amendment Effective Date and thereafter to reduce the amount of such Reserve, to an amount not less than the amount thereof in effect on the First Amendment Effective Date, in the Agent’s Reasonable 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 Reserve no longer existscase of each of clauses (i) and (ii), in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established otherwise permitted by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan DocumentsAgreement.

Reserves. Other than with respect Anything to Pari Passu Debt Reserves the contrary in this Section 2.1 notwithstanding, the Agent may (i) reduce the advance rates based upon Eligible Accounts and Waterfall Priority Hedge Agreement Reserves Eligible Inventory without declaring an Event of Default if it determines in its reasonable business judgment that there has occurred a Material Adverse Change; and (which ii) establish reserves (including Inventory Reserves) against the Borrowing Base in such amounts as Agent in its reasonable judgment (from the perspective of an asset-based lender) shall be established and changed deem necessary or appropriate, including reserves on account of (y) sums that Borrowers are required to pay (such as set forth taxes, assessments, insurance premiums, or, in the respective definitions thereof case of leased assets, rents or other amounts payable under such leases) and not in accordance with has failed to pay under any section of this Section 2.9 Agreement or any other Loan Document and (including z) without duplication of the foregoing, amounts owing by Borrowers to any requirement that they be established Person to the extent secured by a Lien on, or changed trust over, any of the Collateral, which Lien or trust, in the exercise reasonable determination of Agent (from the perspective of an asset-based lender), would be likely to have a priority superior to the Liens of Agent (such as landlord liens, ad valorem taxes, or sales taxes where given priority under applicable law) in and to such item of the Agent’s Reasonable Credit Judgment)Collateral. Without limiting the foregoing, upon the earlier of (i) the occurrence of an event of default under the L/C Demand Facility or (ii) the Termination Date of the L/C Demand Facility (as defined therein), the Agent may establish Reserves or change any may, and at the request of the Reservesagent under the L/C Demand Facility will, establish reserves against the Borrowing Base in an amount up to the exercise undrawn and unreimbursed amount of its Reasonable all L/C Demand Facility Letters of Credit Judgment. Notwithstanding then outstanding under the foregoingL/C Demand Facility; provided, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) however, that the Agent shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during establish such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner reserves if and to the extent reasonably satisfactory to that the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall Borrowers have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition provided cash collateral or other matter that is security for such L/C Demand Facility Letters of Credit in accordance with the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this terms and conditions of Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests 2.6 of the Secured Parties hereunder and under the other Loan DocumentsL/C Demand Facility Letter of Credit Agreement.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the The Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves Permitted Discretion upon three (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves3) shall not be established or changed after the Closing Date except upon not less than five Business Days’ prior written notice to the Borrowers. The Parent Borrower, which notice shall include a reasonably detailed description of such Reserve being established (during which period (x) the Administrative Agent will be available during such period to shall, if requested, discuss any such proposed Reserve or change with the Borrowers and, without limiting Parent Borrower and (y) the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Parent Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer existsexists or exists in a manner that would result in the establishment of a lower Reserve, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount Administrative Agent), establish and increase or decrease Reserves, without duplication of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition other reserves or other matter items that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any are otherwise addressed or excluded through eligibility criteria contained in the definitions of “Eligible Accounts”, ,” “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service VehiclesBilled Accounts” or “Eligible Unbilled Time & Material Accounts”,” in accordance with the terms hereof. Notwithstanding any other provision of this Agreement to the contrary, the establishment or increase of any Reserves shall be limited to such Reserves as the Administrative Agent determines, in its Permitted Discretion, are appropriate to reflect (i) changes after the Closing Date that could reasonably be expected to adversely affect the Administrative Agent’s ability to realize upon the ABL Priority Collateral, (ii) changes after the Closing Date to reflect priority claims and vice versaliabilities that the Administrative Agent determines will need to be satisfied in connection with the realization upon the ABL Priority Collateral, (iii) changes after the Closing Date to reflect events, conditions, contingencies or reserves risks that differ materially from facts or criteria deducted events occurring and known to the Administrative Agent on the Closing Date and which directly and adversely affect any component of the Borrowing Base in computing any material respect; provided that events, conditions, contingencies or risks existing or arising prior to the Net Orderly Liquidation Value of Eligible Rental Equipment Closing Date and, in each case, disclosed to the Administrative Agent during any field examination or Eligible Service Vehicles, and vice versa. The appraisal in connection herewith prior to the Closing Date shall not be the basis for any establishment of any Reserve 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 changes known to the Administrative Agent in any concentration of risk with respect to a Loan Party’s Accounts or any other factors known to the Administrative Agent and arising after the Closing Date that change in any material respect the credit risk of lending to the Borrowers on the security of a Loan Party’s Accounts. Notwithstanding any other provision of this Agreement to the contrary, (A) in no event shall Reserves with respect to any obligation, charge, liability, debt component of the Borrowing Base duplicate Reserves or otherwise shall adjustments already accounted for in determining eligibility criteria and (B) in no event grant any rights or shall Reserves be deemed to have granted any rights imposed on the first 5.0% of dilution of Accounts and thereafter shall not exceed more than 1.0% for each incremental percentage in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentsdilution over 5.0%.

Reserves. Other than The Liquidating Trust shall implement the following procedures with respect to Pari Passu Debt Reserves the allocation and Waterfall Priority Hedge Agreement Reserves distribution of cash held in reserve for the benefit of holders of Disputed Claims that may become Allowed Claims: (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reservesi) cash respecting Disputed Claims shall not be established or changed after distributed, but shall be withheld by the Closing Date except upon not less than five Business Days’ notice Liquidating Trust, in an amount equal to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right amount of the Agent distributions that would otherwise be made to establish or change the holders of such Reserves in the Agent’s Reasonable Credit Judgmentclaims if such claims had been Allowed Claims; (ii) all holders of Allowed Claims shall be entitled to receive, the Borrowers may take such action as if available, interim distributions under this Agreement. No distributions may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and made to the extent reasonably satisfactory to the Agent in the exercise holders of its Reasonable Credit Judgment. The amount of any Reserve Allowed Claims unless adequate reserves are established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrarypayment of Disputed Claims and sufficient funds are also reserved for expected Trust Expenses; (iii) when a Disputed Claim becomes an Allowed Claim, a Reserve there shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount distributed to the holder of such obligationAllowed Claim, chargein accordance with the provisions of this Agreement, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved cash equal to protect the interests holder’s pro rata share of the Secured Parties hereunder distributions that have previously been made on account of the claims in the same class of priority. In no event shall such holder be paid more than the amount that would otherwise have been paid to such holder if the Disputed Claim (or the allowed portion of the Disputed Claim) had not been a Disputed Claim; (iv) interim distributions may be made from time to time to the holders of Allowed Claims prior to the resolution of all Disputed Claims, provided that, such distributions are otherwise consistent with the terms of this Agreement and the aggregate amount of cash to be distributed at such time is practicable in comparison to the anticipated costs of such interim distributions; (v) no holder of a Disputed Claim shall have any claim against the cash reserved with respect to such claim until such Disputed Claim shall become an Allowed Claim. In no event shall any holder of any Disputed Claim be entitled to receive any payment (x) which is greater than the amount reserved for such Claim pursuant to this Agreement or (y) of interest or other compensation for delays in distribution. In no event shall the Liquidating Trustee have any responsibility or liability for any loss to or of any amount reserved under these provisions of this Agreement unless the loss is caused by the Liquidating Trustee’s gross negligence or willful misconduct; (vi) to the extent a Disputed Claim ultimately becomes an Allowed Claim in an amount less than the disputed amount reserved for such Disputed Claim, then the resulting surplus of cash shall be made available for redistribution to other Loan Documentsholders of Allowed Claims of like class until such time as each holder of an Allowed Claim has been paid the allowed amount of its claim.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the a) The Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit JudgmentPermitted Discretion establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, any Required Reserve Notice shall have been given to the Company. Notwithstanding The amount of any Reserve established or modified by the foregoingAdministrative Agent shall have a reasonable relationship to circumstances, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) conditions, events or contingencies that are the basis for such Reserve, as reasonably determined, without duplication, by the Administrative Agent; provided that circumstances, conditions, events or contingencies existing or arising prior to the Second Restatement Effective Date and, in each case, disclosed in writing in any Field Examination or Appraisal delivered to the Administrative Agent in connection herewith or otherwise known to the Administrative Agent prior to the Second Restatement Effective Date shall not be established or changed the basis for any establishment of any Reserves after the Closing Second Restatement Effective Date, unless (x) such circumstances, conditions, events or contingencies shall have changed in a material respect since the Second Restatement Effective Date except upon not less than five Business Days’ notice or (y) the Administrative Agent has identified, or been made aware of, such circumstances, conditions, events or contingencies prior to the Borrowers. The Second Restatement Effective Date and advised the Company that a future Reserve may be taken therefor. (b) Upon delivery of such notice, the Administrative Agent will shall be available during such period to discuss any such the proposed Reserve or change with increase, and the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Company may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Reasonable Credit JudgmentPermitted Discretion. The amount In no event shall such notice and opportunity limit the right of any Reserve established by the Administrative Agent pursuant to this Section 2.9 establish or change such Reserve, unless the Administrative Agent shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to Permitted Discretion that the event, condition or other matter that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the ReserveCredit Parties. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any duplicate eligibility criteria contained in the definitions definition of “the term "Eligible Accounts”", “"Eligible Rental Equipment”", “"Eligible Spare Parts Fee-Owned Real Estate", "Eligible In-Transit Inventory", "Eligible Insured and Merchandise”Letter of Credit Backed Account", “"Eligible Service Vehicles” Inventory", "Eligible Supplies and Packaging Inventory" or “"Eligible Unbilled Investment Grade Accounts”, " and vice versa, or reserves or criteria deducted in computing the Cost or Fair Market Value or the Outstanding Balance or the Net Orderly Liquidation Value of any Eligible Rental Equipment Account, Eligible Equipment, Eligible Fee-Owned Real Estate, Eligible In-Transit Inventory, Eligible Insured and Letter of Credit Backed Account, Eligible Inventory, Eligible Supplies and Packaging Inventory or Eligible Service VehiclesInvestment Grade Accounts, as the case may be, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than (a) Borrowers agree to establish and maintain all of the reserves and escrows required in this Section 2.10. All sums so reserved or escrowed may be commingled with respect to Pari Passu Debt Reserves the general funds of Agent and Waterfall Priority Hedge Agreement Reserves (which no such sums shall be established deemed to be held in trust for the benefit of Borrowers. No interest shall be payable on any funds reserved or escrowed hereunder; provided, however, that sums reserved pursuant to subsections 2.10(b) below shall accrue interest at rates determined by Agent to be equivalent to those offered by commercial banks for corporate bank accounts (and changed all such interest shall be held as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise part of the Agent’s Reasonable Credit Judgmentreserve)), the Agent may establish Reserves . All sums so reserved or change any escrowed shall be part of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves Collateral and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right stand as additional security for all of the Obligations. If Agent to establish at any time determines that the amount on deposit in any reserve or change escrow is insufficient for its intended purposes, Borrowers shall, within ten (10) days following notice from Agent, deposit such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers may take such action additional sums as may be required by Agent. In the event of any default by Borrowers under the terms of this Agreement or any other Financing Document, Agent may, at its discretion, apply amounts on hand in the reserves or escrows to cure such default. Upon demand of Agent, Borrowers shall replenish the applicable reserve or escrow to restore any sums so that applied by Agent. Upon the eventoccurrence of an Event of Default and/or the maturity of any portion of the Obligations, condition the moneys then remaining on deposit with Agent shall, at Agent’s option, be applied against the Obligations in such order and manner as Agent may elect or matter that is as may otherwise be required under this Agreement. (b) Prior to the basis for such Reserve initial advance of the Term Loan, Borrowers shall pay to Agent the sum of $2,500,000 to be held by Agent in a cash collateral reserve (“Cash Collateral Reserve”). So long as there exists no longer existsDefault hereunder, or any fact, event or circumstance that, with the passage of time or the giving of notice, or both, could result in a Default hereunder, Borrower shall be entitled to request release of the Cash Collateral Reserve, or the applicable portion thereof, in a manner and to accordance with the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount following schedule: (i) following indefeasible repayment of any portion of the Term Loan, Borrowers shall be entitled to request release of a portion of the Cash Collateral Reserve established by the Agent pursuant in an amount equal to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the eventsuch repayment, condition or other matter provided, however, that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant shall any rights or such release reduce the Cash Collateral Reserve below the then outstanding principal balance of the Term Loan; and (ii) following satisfaction of the Cash Collateral Reserve Release Conditions, Borrowers shall be deemed entitled to have granted request release of the remaining Cash Collateral Reserve. All requests for release of any rights portion of the Cash Collateral Reserve shall be in such reserved amount writing and must be made at least ten (10) Business Days prior to the holder requested date of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentsrelease.

Reserves. Other than Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall have the right from time to time to establish reserves (including without limitation reserves with respect to Pari Passu Debt the Funds Transfer and Deposit Account Liability and the Hedging Liability applicable to Borrowers) as the Administrative Agent shall deem necessary or appropriate in its reasonable credit judgment. The amount of all Monetary Reserves and Waterfall Priority Hedge Agreement all Non-Monetary Reserves shall be subtracted from the Borrowing Base and the amount of all Monetary Reserves (which other than reserves with respect to Hedging Liability) shall be established subtracted from the aggregate Revolving Credit Commitments when calculating the amount of availability under the Revolving Credit. By way of example and changed not by way of limitation, the Administrative Agent may from time to time establish reserves with respect to such matters as set forth (i) amounts owing by any Borrower to any Person to the extent secured by a Lien on Receivables or Inventory of any Borrower, or that would otherwise adversely affect Administrative Agent’s rights in the respective definitions thereof and not in accordance with this Section 2.9 Collateral, (including any requirement that they be established or changed ii) an increase in the exercise percentage of the Inventory that is slow-moving, (iii) other matters adversely affecting Administrative Agent’s Reasonable Credit Judgment))rights in or access to the Collateral, (iv) two months’ rental or other charges relating to leased locations of Inventory as to which a reasonably satisfactory landlord’s waiver has not been delivered to the Administrative Agent and two months’ charges relating to off-site warehouse locations of Inventory as to which a reasonably satisfactory warehouseman’s waiver has not been delivered to the Administrative Agent, in each case solely to the extent that any Eligible Inventory is located at such locations (provided, that if at any time any Borrower leases its corporate headquarters, and a satisfactory landlord’s waiver has not been delivered for such location, the Administrative Agent may will be entitled to establish Reserves or change a reserve with respect to such location regardless of whether any of Eligible Inventory is located at such location) and (v) other sums chargeable to the Reserves, in the exercise of its Reasonable Credit JudgmentBorrowers as Revolving Loans under this Agreement. Notwithstanding the foregoing, Reserves the Administrative Agent will not impose any reserves under clause (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reservesiv) shall not be established or changed above until 30 days after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan DocumentsDate.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the a) The Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit JudgmentPermitted Discretion establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, any Required Reserve Notice shall have been given to the Company. Notwithstanding The amount of any Reserve established or modified by the foregoingAdministrative Agent shall have a reasonable relationship to circumstances, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) conditions, events or contingencies that are the basis for such Reserve, as reasonably determined, without duplication, by the Administrative Agent; provided that circumstances, conditions, events or contingencies existing or arising prior to the Closing Date and, in each case, disclosed in writing in any Field Examination or Appraisal delivered to the Administrative Agent in connection herewith or otherwise known to the Administrative Agent prior to the Closing Date shall not be established or changed the basis for any establishment of any Reserves after the Closing Date, unless (x) such circumstances, conditions, events or contingencies shall have changed in a material respect since the Closing Date except upon not less than five Business Days’ notice or (y) the Administrative Agent has identified, or been made aware of, such circumstances, conditions, events or contingencies prior to the Borrowers. The Closing Date and advised the Company that a future Reserve may be taken therefor. (b) Upon delivery of such notice, the Administrative Agent will shall be available during such period to discuss any such the proposed Reserve or change with increase, and the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Company may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Reasonable Credit JudgmentPermitted Discretion. The amount In no event shall such notice and opportunity limit the right of any Reserve established by the Administrative Agent pursuant to this Section 2.9 establish or change such Reserve, unless the Administrative Agent shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to Permitted Discretion that the event, condition or other matter that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the ReserveCredit Parties. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any duplicate eligibility criteria contained in the definitions definition of “the term "Eligible Accounts”", “"Eligible Rental Equipment”", “"Eligible Spare Parts Fee-Owned Real Estate", "Eligible In-Transit Inventory", "Eligible Insured and Merchandise”Letter of Credit Backed Account", “"Eligible Service Vehicles” Inventory" or “"Eligible Unbilled Investment Grade Accounts”, " and vice versa, or reserves or criteria deducted in computing the Cost or Fair Market Value or the Outstanding Balance or the Net Orderly Liquidation Value of any Eligible Rental Equipment Account, Eligible Equipment, Eligible Fee-Owned Real Estate, Eligible In-Transit Inventory, Eligible Insured and Letter of Credit Backed Account, Eligible Inventory or Eligible Service VehiclesInvestment Grade Accounts, as the case may be, and vice versa. The establishment Section 3Section 3 Yield Protection, Illegality and Replacement of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan DocumentsLenders.

Reserves. Other than with respect In addition to Pari Passu Debt Reserves any reserves for specific line items that are already established in the Budget, Administrative Agent, on behalf of the Lenders, may establish and Waterfall Priority Hedge Agreement Reserves set aside out of the undisbursed proceeds of the Loans, reserves (collectively, the “Reserves”) in such amounts as may be reasonably estimated by Administrative Agent from time to time to provide for payment of the items of any Project Cost as the same may accrue or become payable prior to the repayment in full of the Loan. Except as may be approved in advance by Administrative Agent (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) approval shall not be established unreasonably withheld, conditioned or changed after the Closing Date except upon delayed), amounts set aside as Reserves shall not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period for disbursement to discuss Borrower for any such proposed Reserve or change with the Borrowers and, without limiting the right purpose other than payment of the item or group of items for which the Reserve was established. Based upon the facts then available to Administrative Agent, Administrative Agent to establish or change such Reserves in may adjust and reallocate the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve from time to time upon delivery of prior written notice to Borrower. Items for which Reserves may be established shall include, but not be limited to, (i) Loan Expenses, (ii) interest on the Loans, (iii) real estate taxes and assessments, (iv) premiums on insurance policies and bonds (if any) required to be furnished by Borrower hereunder, (v) leasing commissions and tenant improvements, if applicable, and (vi) contingencies. The reasonable determination of the amount of the Reserves by Administrative Agent pursuant from time to this Section 2.9 time, and the reasonable estimates made by Administrative Agent from time to time in connection therewith, shall have a reasonable relationship as determined by be controlling; provided that the Agent in its Reasonable Credit Judgment calculations of such determinations and estimates shall be provided to the event, condition or other matter that is the basis for the ReserveBorrower upon request therefor. Notwithstanding anything herein to the contrary, a Reserve Interest shall not be established pursuant to accrue on the Reserves until same are disbursed. Provided that no Unmatured Default or Event of Default has occurred and is continuing under this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt Agreement or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents, Administrative Agent shall disburse the Reserves for the purposes and uses thereof, by paying the items for which the Reserves were set aside, or by reimbursing Borrower for having paid the same upon production of satisfactory evidence of such payments.

Reserves. Other than with respect Notwithstanding anything to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment))contrary, the Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment. Notwithstanding Permitted Discretion establish and increase or decrease Reserves; provided that the foregoingAdministrative Agent shall have provided the Parent Borrower at least five (5) Business Days’ prior written notice of any such establishment or increase; and provided further that the Administrative Agent may only establish or increase a Reserve after the date hereof based on an event, Reserves (condition or other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed circumstance arising after the Closing Date except upon or based on facts not less than five Business Days’ notice known to the BorrowersAdministrative Agent as of the Closing Date. The amount of any Reserve established by the Administrative Agent will shall have a reasonable relationship to the event, condition, other circumstance or new fact that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available during such period to discuss any such the proposed Reserve or change with the Borrowers andincrease, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, and the Borrowers may take such action as may be required so that the event, condition condition, circumstance or matter new fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Reasonable Credit JudgmentPermitted Discretion. The amount In no event shall such notice and opportunity limit the right of any Reserve established by the Administrative Agent pursuant to this Section 2.9 establish or change such Reserve, unless the Administrative Agent shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to Permitted Discretion that the event, condition condition, other circumstance or other matter new fact that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the ReserveBorrowers. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any duplicate eligibility criteria contained in the definitions definition of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service VehiclesInventory” or “Eligible Unbilled Accounts”, ” and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, Inventory and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than Agent may, with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than at least five Business Days’ prior written notice to Borrower (a “Reserves Notice”) (or, if an Default or Event of Default shall have occurred and be continuing without notice), establish and maintain reserves that Agent deems necessary or appropriate, in its Permitted Discretion (including reserves with respect to (a) past due sums that any Loan Party or its Restricted Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as Taxes, assessments, insurance premiums, or, in the Borrowers. The Agent will be available during case of leased assets, rents or other amounts payable under such period leases) and has failed to discuss pay and (b) amounts owing by any such proposed Reserve Loan Party to any Person to the extent secured by a Lien on, trust or change with the Borrowers anddeemed trust over, without limiting the right or rights of subrogation to, any of the Collateral, which Lien, trust or deemed trust, in the Permitted Discretion of Agent likely would have a priority superior to establish or change such Reserves in the Agent’s Reasonable Credit JudgmentLiens (such as (i) Liens, trusts or deemed in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, sureties, or suppliers, or (ii) Liens, trusts or deemed trusts for ad valorem, excise, sales, other Taxes, duties or “source deductions” where given priority under applicable law, or (iii) Liens, trusts or deemed trusts for, in respect of or in connection with any pension plans maintained or administered or contributed to or established by any Loan Party or in respect of which any Loan Party contributes)) with respect to the Borrowers may take Borrowing Base or Commitments and such action reserves as may the Agent from time to time determines in its Permitted Discretion as being necessary to reflect the impediments to the Agent’s ability to realize upon the Collateral and to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base (which reserves shall be required so that proportional to such adverse effect) (collectively, “Reserves”). The amount of any Reserve shall have a reasonable relationship to the event, condition condition, other circumstance, or matter fact that is the basis for such Reserve no longer exists, in a manner reserve and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts other reserve established and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentscurrently maintained.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 2.11 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five (5) Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 2.11 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 2.11 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, Merchandise and Consumables Inventory” or “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Value of Eligible Merchandise and Consumables Inventory or Eligible Rental Equipment or the Net Orderly Liquidation Value of Eligible Rental Equipment Merchandise and Consumables Inventory or Eligible Service VehiclesRental Equipment, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than Additionally, Agent may, with at least five (5) Business Days’ prior written notice to Borrower (or, if an Default or Event of Default shall have occurred and be continuing without notice), establish and maintain reserves that Agent deems necessary or appropriate, in its Permitted Discretion (including reserves with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge (a) past due sums that any Borrower is required to pay under any Section of this Agreement Reserves or any other Loan Document (which shall be established and changed such as set forth Taxes, assessments, insurance premiums, or, in the respective definitions thereof case of leased assets, rents or other amounts payable under such leases) and not in accordance with this Section 2.9 has failed to pay (including b) amounts owing by any requirement that they be established Borrower to any Person to the extent secured by a Lien on, trust or changed deemed trust over, or rights of subrogation to, any of the Collateral, which Lien, trust or deemed trust, in the exercise Permitted Discretion of Agent likely would have a priority superior to the Agent’s Reasonable Credit JudgmentLiens (such as (i) Liens, trusts or deemed in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, sureties, or suppliers, or (ii) Liens, trusts or deemed trusts for ad valorem, excise, sales, other Taxes, duties or “source deductions” where given priority under applicable law, or (iii) Liens, trusts or deemed trusts for, in respect of or in connection with any pension plans maintained or administered or contributed to or established by any Borrower or in respect of which any Borrower contributes))) with respect to the Borrowing Base or Commitments, and such reserves as the Agent may establish Reserves or change any of from time to time determines in its Permitted Discretion as being necessary to reflect the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice impediments to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgmentability to realize upon the Collateral and to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base (which reserves shall be proportional to such adverse effect) (such reserves are collectively, the Borrowers may take such action as may be required so that “Reserves”). The amount of any Reserve shall have a reasonable relationship to the event, condition condition, other circumstance, or matter fact that is the basis for such Reserve no longer exists, in a manner reserve and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts other reserve established and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentscurrently maintained.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the a) The Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit JudgmentPermitted Discretion establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, any Required Reserve Notice shall have been given to the Company. Notwithstanding The amount of any Reserve established or modified by the foregoingAdministrative Agent shall have a reasonable relationship to circumstances, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) conditions, events or contingencies that are the basis for such Reserve, as reasonably determined, without duplication, by the Administrative Agent; provided that circumstances, conditions, events or contingencies existing or arising prior to the Second Restatement Effective Date and, in each case, disclosed in writing in any Field Examination or Appraisal delivered to the Administrative Agent in connection herewith or otherwise known to the Administrative Agent prior to the Second Restatement Effective Date shall not be established or changed the basis for any establishment of any Reserves after the Closing Second Restatement Effective Date, unless (x) such circumstances, conditions, events or contingencies shall have changed in a material respect since the Second Restatement Effective Date except upon not less than five Business Days’ notice or (y) the Administrative Agent has identified, or been made aware of, such circumstances, conditions, events or contingencies prior to the Borrowers. The Second Restatement Effective Date and advised the Company that a future Reserve may be taken therefor. (b) Upon delivery of such notice, the Administrative Agent will shall be available during such period to discuss any such the proposed Reserve or change with increase, and the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Company may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Reasonable Credit JudgmentPermitted Discretion. The amount In no event shall such notice and opportunity limit the right of any Reserve established by the Administrative Agent pursuant to this Section 2.9 establish or change such Reserve, unless the Administrative Agent shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to Permitted Discretion that the event, condition or other matter that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the ReserveCredit Parties. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any duplicate eligibility criteria contained in the definitions definition of “the term "Eligible Accounts”", “"Eligible Rental Equipment”", “"Eligible Spare Parts Fee-Owned Real Estate", "Eligible In-Transit Inventory", "Eligible Insured and Merchandise”Letter of Credit Backed Account", “"Eligible Service Vehicles” Inventory" or “"Eligible Unbilled Investment Grade Accounts”, " and vice versa, or reserves or criteria deducted in computing the Cost or Fair Market Value or the Outstanding Balance or the Net Orderly Liquidation Value of any Eligible Rental Equipment Account, Eligible Equipment, Eligible Fee-Owned Real Estate, Eligible In-Transit Inventory, Eligible Insured and Letter of Credit Backed Account, Eligible Inventory or Eligible Service VehiclesInvestment Grade Accounts, as the case may be, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than with respect to Pari Passu Debt (a) The initial Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as of the Closing Date are those set forth in the respective definitions thereof and not in accordance with this Borrowing Base Certificate delivered to Lender on the Closing Date pursuant to Section 2.9 4.1. (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent b) Lender may hereafter establish additional Reserves or change any of the Reserves, Reserves in effect on the Closing Date in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoingPermitted Discretion; provided, that, such Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five three (3) Business Days’ prior written notice to the Borrowers. The Agent will Administrative Borrower (during which period Lender shall be available during such period to discuss any such proposed Reserve additions or change changes with the Borrowers andAdministrative Borrower); provided, without limiting the right further, that no such prior notice shall be required (1) if an Event of Default has occurred and is continuing, (2) for changes to any Reserves resulting solely from mathematical calculations of the Agent amount of the Reserve in accordance with the methodology of calculation previously utilized (including, but not limited to, as the result of new appraisals or examinations of Collateral or changes in rent amounts) or (3) if any event or circumstance occurs that Lender in good faith believes may impair the Borrowers’ prospect of payment of all or part of the Obligations were such additions or changes to establish or change the Reserves not made prior to the expiration of such Reserves in the Agent’s Reasonable Credit Judgmentnotice period. Upon delivery of a notice described above, the Borrowers Loan Parties may take such action as may be required so that the event, condition condition, circumstance or matter new fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Agent Lender in the exercise of its Reasonable Credit Judgment. Permitted Discretion. (c) The amount of any Reserve established by the Agent pursuant to this Section 2.9 Lender shall have a reasonable relationship as determined by the Agent Lender in its Reasonable Credit Judgment Permitted Discretion to the event, condition or other matter that is the basis for the such Reserve. Notwithstanding anything herein to the contrary, (i) a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be it is duplicative of any eligibility criteria contained specific item excluded as ineligible in the definitions of “Eligible Credit Card Receivables, Eligible Inventory, Eligible Wholesale Inventory, Eligible Retail Inventory and Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa(ii) circumstances, conditions, events or reserves contingencies existing or criteria deducted in computing arising prior to the Net Orderly Liquidation Value Closing Date of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The which Lender had knowledge as of the Closing Date shall not be the basis for the establishment of any Reserve with respect to any obligation, charge, liability, debt Reserves unless Lender establishes such Reserves on or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount prior to the holder of Closing Date or such obligationcircumstances, chargeconditions, liability events or debt or any other Person (except as explicitly set forth hereunder), but contingencies shall solely be viewed as amounts reserved to protect have changed since the interests of the Secured Parties hereunder and under the other Loan DocumentsClosing Date.

Reserves. Other than with respect to Pari Passu Debt Notwithstanding the foregoing or anything contrary in this Agreement, (a) no Availability Reserves and Waterfall Priority Hedge Agreement or Eligibility Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves and no modifications to eligibility criteria or change any of the Reservesstandards made, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoingeach case, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five three (3) Business Days’ prior written notice to the Borrowers. The applicable Borrower, which notice shall include a reasonably detailed description of such Availability Reserve or Eligibility Reserve being established or the modification to eligibility criteria or standards being made (during which period (i) the Administrative Agent will be available during such period to shall, if requested, discuss any such proposed Availability Reserve or Eligibility Reserve, change or modification with the Borrowers andapplicable Borrower, without limiting (ii) the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers applicable 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 Eligibility Reserve, change or modification thereto no longer existsexists or exists in a manner that would result in the establishment of a lower Availability Reserve or Eligibility Reserve or result in a lesser change or modification thereto, in a manner and to the extent reasonably satisfactory to the Administrative Agent and (iii) no Credit Extensions shall be made to the Borrowers if after giving effect to such Credit Extension the Revolving Credit Outstandings would exceed the applicable Maximum Credit at such time less such Availability Reserve or Eligibility Reserve), provided that no Landlord Lien Reserves may be established unless Eligible Inventory is included in the Borrowing Base or prior to the date that is 60 days after the Closing Date (or such later date as shall be acceptable to the Administrative Agent in its sole discretion), (b) the exercise of its Reasonable Credit Judgment. The amount of any Availability Reserve or Eligibility Reserve established by the Agent pursuant Administrative Agent, and any change in the amount of any Availability Reserve or Eligibility Reserve and any modification to this Section 2.9 eligibility criteria and standards, shall have a direct and reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a such Reserve or such change and (c) no Availability Reserve or Eligibility Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any Availability Reserve or Eligibility Reserve already accounted for through eligibility criteria contained or constitute a general Availability Reserve or Eligibility Reserve applicable to all inventory or Accounts that is the functional equivalent of a decrease in advance rates. Notwithstanding clause (a) of the definitions preceding sentence, changes to the Reserves solely for purposes of “Eligible Accounts”correcting mathematical or clerical errors shall not be subject to such notice period, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” it being understood that no Default or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value Event of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise Default shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder result therefrom, if applicable, for a period of such obligation, charge, liability or debt or any other Person six (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents6) Business Days.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the The Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except Permitted Discretion upon not less than at least five Business Days’ prior written notice to the Borrowers. The Borrower Representative, which notice shall include a reasonably detailed description of such Reserve being established or eligibility standard being changed (during which period (a) the Administrative Agent will be available during such period to shall, if requested, discuss any such proposed Reserve or change with the Borrowers and, without limiting Borrower Representative and (b) the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Borrower Representative 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 existsexists or exists in a manner that would result in the establishment of a lower Reserve or result in a lesser change to eligibility standards, in each case in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit JudgmentAdministrative Agent), establish or increase or decrease any Reserves. The establishment or change of any Reserve against the Borrowing Base shall be limited to such Reserves as the Administrative Agent determines in its Permitted Discretion to be necessary (i) to reflect items that could reasonably be expected to adversely affect the value of, the applicable Eligible Cash, Eligible Trade Accounts, Eligible Inventory, Eligible In-Transit Inventory and/or Eligible Credit Card Accounts or (ii) to reflect items that could reasonably be expected to adversely affect the enforceability or priority of the Administrative Agent’s Liens on the applicable ABL Priority Collateral; provided, that no Reserves may be taken after the Closing Date based on circumstances, conditions, events or contingencies known to the Administrative Agent as of the Closing Date for which no Reserves were imposed on the Closing Date, unless such circumstances, conditions, events or contingencies shall have changed in any material adverse respect since the Closing Date. Notwithstanding any other provision of this Agreement to the contrary, (a) in no event shall Reserves (or changes in Reserves) with respect to any component of the Borrowing Base duplicate Reserves or adjustments already accounted for in determining eligibility criteria (including collection and/or advance rates), (b) the amount of any such Reserve established by the Agent pursuant to this Section 2.9 (or change in Reserve) shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for such Reserve (or change in Reserve) and (c) no Reserves shall be imposed on the Reserve. Notwithstanding anything herein to the contrary, a first 5% of dilution of Accounts and thereafter no dilution Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained exceed 1% for each incremental whole percentage in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentsdilution over 5%.

Reserves. Other than Seller warrants that Seller now owns, leases, or controls, and has dedicated to the Mine a sufficient number of Tons of recoverable coal contiguous and accessible to the Mine (the "Reserves") to enable Seller to supply coal in the total quantity and of the quality called for by this Agreement. A description of such Reserves is set forth in Annex A, and a map depicting such Reserves is attached thereto. Seller warrants that these Reserves can and will be mined economically by use of modern coal-mining and processing techniques and that the coal from these Reserves will meet the terms and conditions of this Agreement. Seller covenants that it will not sell, lease, contract to sell, or otherwise transfer or agree to transfer to others coal, or any interest therein, from such Reserves in such quantity as to jeopardize Seller's ability to supply the total quantity and quality of coal called for by this Agreement or as to interrupt monthly Shipment schedules. Nothing in this Section 3.7 shall be construed as preventing Seller from: (1) mining and selling coal from such Reserves to others, provided Seller's ability to meet the requirements of 3.1 has not been impaired and the foregoing covenants and warranties with respect to Pari Passu Debt such Reserves are complied with, or (2) selling an interest in such Reserves provided Seller retains sufficient reserves to enable Seller to supply coal in the total quantity and Waterfall Priority Hedge Agreement Reserves (which of the quality called for by this Agreement. 4.1 COAL SPECIFICATIONS The coal sold by Seller and purchased by Buyer hereunder shall be established as uniformly blended as possible and changed such blend shall be reasonably consistent from railcar to railcar; shall be two inches and under in size (2" x 0") as set forth defined in the respective definitions thereof then current ASTM Designation D-431 Standard for Designating Size of Coal and shall not contain greater than Fifty (50%) percent particles less than (1/4) inch in accordance with this Section 2.9 size (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reservesif, in Buyer's sole judgment, coal handling problems occur at the exercise destination because of its Reasonable Credit Judgment. Notwithstanding the foregoingsize consistency, Reserves (other than Pari Passu Debt Reserves Buyer shall provide Seller with documentation of such coal handling problems and Waterfall Priority Hedge Agreement Reserves) Seller agrees to take corrective action acceptable to Buyer); shall be reasonably free of bone, shale, rock, dirt, and clay, and free of extraneous material which term shall include, but not be established or changed after the Closing Date except upon not less than five Business Days’ notice limited to plastic, rubber, iron, steel, wood and other waste materials, and shall conform to the Borrowers. The Agent will be available following analysis on an As-Received Basis, measured on a monthly weighted average for Shipments delivered to Buyer during such period to discuss any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.Calendar Month:

Reserves. Other (a) Collateral Agent has established a debt service reserve (the “Debt Service Reserve”), into which funds shall be deposited for the payment of interest as and when the same become due hereunder. A portion of the proceeds of the First Incremental Term Loan in the amount of $913,572.52 will be held in the Debt Service Reserve. For the avoidance of doubt, all amounts so held in the Debt Service Reserve shall be deemed to have been advanced to Borrower and will accrue interest from and after the advance as of the Tenth Omnibus Amendment Date. If no Event of Default exists, Collateral Agent shall automatically apply amounts held in the Debt Service Reserve Account to payment of interest and other amounts then due in respect of the Loan. Upon an Event of Default, Administrative Agent may direct Collateral Agent to use the Debt Service Reserve to: (i) make interest payments in respect of the Loans, (ii) make protective advances to protect or maintain the Collateral, (iii) pay down the principal amount owed on the Loan, or (iv) otherwise make any payment on the Obligations, all in Administrative Agent’s sole and absolute discretion. Should Administrative Agent determine to utilize the Debt Service Reserve for anything other than with monthly interest payments due under this Agreement, the Borrowers shall be required to replenish funds in the Interest Reserve. The failure to replenish the Interest Reserve upon five (5) Business Days written notice by Administrative Agent to Borrower shall be an Event of Default under this Agreement. Upon indefeasible payment in full in cash of all Secured Obligations, the Interest Reserve shall be released to the Borrower or such other Person as is legally entitled thereto. If and to the extent the Tax Reserve does not have sufficient funds for the payment of all Current Pay Taxes, Collateral Agent may reallocate funds from the Debt Service Reserve to the Tax Reserve. (b) Collateral Agent has established a reserve (the “Tax Reserve”), into which funds shall be deposited for the payment of real property taxes in respect of real property owned or leased by the Borrowers, the Guarantors, StateHouse and its Subsidiaries payable by such parties (collectively, “Subject Taxes”), including without limitation the Subject Taxes set forth on Schedule 1 to Pari Passu Debt Reserves the Tenth Omnibus Amendment (the “Current Pay Taxes”). A portion of the proceeds of the First Incremental Term Loan in the amount of $2,456,399.59 will be held in the Tax Reserve. For the avoidance of doubt, all amounts so held in the Tax Reserve shall be deemed to have been advanced to Borrower and Waterfall Priority Hedge Agreement Reserves (will accrue interest from and after the advance as of the Tenth Omnibus Amendment Date. StateHouse shall promptly provide Collateral Agent all payment information, including the most current outstanding amounts due for the Current Pay Taxes through July 31, 2023, copies of any bills available, or any additional information reasonably requested by Collateral Agent for purposes of Collateral Agent completing payment of all Current Pay Taxes. When Collateral Agent is satisfied that it has all information needed for the payment of all Current Pay Taxes, it will disburse such amounts to StateHouse in the form of checks payable to the appropriate taxing authorities, and StateHouse agrees to immediately cause the payment of the same to such taxing authorities and promptly deliver receipts of such payments to Collateral Agent. The Loan Parties hereby agree that Collateral Agent shall be entitled to a fee in the amount of $15,000.00 for processing the payment of the Current Pay Taxes, which shall be established net funded at Closing of the Tenth Omnibus Amendment. The Loan Parties also agree that Collateral Agent shall collect a fee of $4,000.00 to be paid to the Title Company, which shall be net funded at Closing of the Tenth Omnibus Amendment, to run updated searches to confirm all Subject Taxes have been paid in full and changed as set forth confirm any liens existing in connection therewith have been released. Upon an Event of Default, Collateral Agent may use funds in the respective definitions thereof Tax Reserve to: (i) make interest payments under the Note, (ii) make protective advances to protect or maintain the Collateral, (iii) pay down the principal amount owed on the Loan, or (iv) otherwise make any payment on the Secured Obligations, all in Administrative Agent’s sole and not absolute discretion. Should Administrative Agent be required to utilize the Tax Reserve for anything other than payment of the Current Pay Taxes in accordance with this Section 2.9 (including any requirement that they respect thereof, Borrower shall be established or changed required to replenish funds in the exercise Tax Reserve. The failure to replenish the Tax Reserve upon five (5) Business Days written notice by Administrative Agent to Borrower shall be an Event of the Agent’s Reasonable Credit Judgment))Default under this Agreement. Upon indefeasible payment in full in cash of all Current Pay Taxes, the Agent may establish Reserves or change any of the Reserves, funds in the exercise Tax Reserve shall be reallocated to the Debt Service Reserve. (c) Upon the occurrence of a Cash Management Period, Collateral Agent shall establish a reserve (the “Cash Management Account”) into which Holdings and all of its Reasonable Credit JudgmentSubsidiaries shall cause all Excess Cash Flow to be transmitted on a monthly basis by the first day of each month after the occurrence and during the continuance of a Cash Management Period. Notwithstanding Without in any way limiting the foregoing, Reserves so long as a Cash Management Period is in effect, if Holdings or any of its Subsidiaries receives any Excess Cash Flow, then such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit of Collateral Agent, Administrative Agent and the Administrative Agents. If (i) Borrower is unable to pay its required interest payments hereunder in any month during the continuation of a Cash Management Period, (ii) no other than Pari Passu Event of Default exists and (iii) no funds remain in the Debt Reserves Service Reserve Account, Collateral Agent shall apply funds in the Cash Management Account to the payment of such Debt Service up to a maximum of Six Hundred Fifty Thousand and Waterfall Priority Hedge Agreement Reserves) 00/100 Dollars ($650,000.00). Any additional shortfall in interest payments after such amount shall not be established paid out of either cash on hand at the Borrowers or changed after the Closing Date except upon not less than five Business Days’ notice equity funds provided to the Borrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with If (A) the Borrowers and, without limiting the right are unable to pay any portion of the amortization payments required pursuant to Section 2.11(g) of this Agreement and (B) no other Event of Default exists, Collateral Agent to establish or change such Reserves shall apply funds in the Agent’s Reasonable Credit JudgmentCash Management Account to such payments as requested by ▇▇▇▇▇▇▇▇. Except as expressly provided above, the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent funds in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant Cash Management Account are intended solely to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis be additional collateral for the Reserve. Notwithstanding anything herein to the contrary, a Reserve Loans and shall not be established pursuant released to this Section 2.9 Borrower without Administrative Agent’s prior written consent in its sole discretion. The calculation of Excess Cash Flow shall be subject to review and audit by Administrative Agent at ▇▇▇▇▇▇▇▇’s expense. If Administrative Agent determines that Borrower miscalculated Excess Cash Flow, then Holdings shall deposit any shortfall into the extent that such Reserve would be duplicative Cash Management Account within five (5) days after demand therefor by Administrative Agent. Upon the conclusion of any eligibility criteria contained a Cash Management Period, all funds on deposit in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” Cash Management Account shall be promptly released to Holdings. (d) Collateral Agent’s or “Eligible Unbilled Accounts”, and vice versaAdministrative Agent’s waiver of, or reserves failure to enforce, any conditions to or criteria deducted requirements associated with any disbursement from a Reserve in computing the Net Orderly Liquidation Value of Eligible Rental Equipment any one or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt more circumstances shall not constitute or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder imply a waiver of such obligation, charge, liability conditions or debt or requirements in any other Person circumstances. (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests e) All conditions of the Secured Parties obligations of Collateral Agent or Administrative Agent to make disbursements from the Reserve Accounts hereunder are imposed solely and under exclusively for the other Loan Documentsbenefit of Collateral Agent, Administrative Agent and the Lenders and may be freely waived or modified in whole or in part by either Collateral Agent or Administrative Agent at any time if in either of their sole discretion it deems it advisable to do so.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, from time to time in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves Permitted Discretion upon three (3) Business Days prior notice to Borrowing Agent (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not established to account for clerical or mathematical errors, which may be established or changed without any such prior notice); provided, that if the implementation of any such Reserve would result in an overadvance after the Closing Date except upon not less than five Business Days’ notice giving effect to any requested Advance, notwithstanding anything contained herein to the Borrowerscontrary, Agent and Lenders shall have no obligation to make such Advance during such three (3) Business Day period and, notwithstanding anything to the contrary in this Agreement, Borrowers shall have the right to rescind such request for Advance without penalty during such period. The Agent will shall be available during such three (3) Business Day period to discuss any such proposed Reserve or change Reserves with the Borrowers andBorrowers. Reserves shall be limited to such Reserves as Agent determines in its Permitted Discretion are necessary to reflect changes that (i) could reasonably be expected to materially and adversely affect Agent's ability to realize upon the Collateral, without limiting (ii) reflect priority claims and liabilities that will need to be satisfied in connection with the right realization upon the Collateral and/or (iii) reflect events, conditions, contingencies or risks that differ from the facts or events known to Agent on the Closing Date and which directly, materially and adversely affect any component of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and Borrowing Base. The contributing factors to the extent reasonably satisfactory imposition or increase of any Reserve shall not duplicate the exclusionary criteria set forth in any definitions related to eligibility (including Eligible Inventory or Eligible Receivables) or any other Reserve, and the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 in its Permitted Discretion shall have bear a reasonable relationship as determined by to the factors giving rise thereto. If the factors giving rise to such Reserve or any of the elements in the immediately preceding sentence and 4886‐4763‐4628><v2>< 4033.197> clauses (i), (ii) and (iii) above no longer remain true in respect of a Reserve, then Agent shall promptly reduce or eliminate such Reserve and notify Borrowing Agent of the same; provided that the failure to so notify Borrowing Agent shall not affect the reduction or elimination of such Reserve). Notwithstanding the foregoing, Agent may, in its Reasonable Credit Judgment Permitted Discretion, establish a Reserve in respect of all past due rent and other past due amounts owing by a Loan Party to the eventany landlord, condition warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other matter Person who possesses any Collateral included in the Borrowing Base; provided, that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve no such reserve shall not (i) be established pursuant against any Collateral located on a location which is subject to this Section 2.9 to a Lien Waiver Agreement or collateral access agreement, (ii) be established during the extent that 90 day period commencing on the Closing Date (or such Reserve would be duplicative longer period as Agent may agree in writing), (iii) in respect of any eligibility criteria contained in the definitions Inventory in-transit for a period of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versaless than five (5) Business Days, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentsiv) exceed three (3) months' rent.

Reserves. Other than with respect Anything contained in this Agreement to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves the contrary notwithstanding, Administrative Agent shall have the right (which shall be established and changed as set forth in but not the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgmentobligation)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Senior Payables Lien Reserve, and other Reserves against the foregoingBorrowing Base or the Maximum Revolver Amount; provided, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) that Administrative Agent shall endeavor to notify Borrowers at or before the time any such Reserve in a material amount is to be established or increased, but a non-willful failure of Administrative Agent to so notify Borrower shall not be a breach of this Agreement and shall not cause such establishment or increase of a Reserve to be ineffective; and provided further, that no Bank Product Reserves shall be established or changed after for any Bank Products provided pursuant to any Bank Product Agreement entered into prior to the Closing Date except upon not less than five Business Days’ notice Date. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Senior Payables Lien Reserve or other Reserve established by Administrative Agent shall have a reasonable relationship to the Borrowersevent, condition, other circumstance, or fact that is the basis for such reserve and shall not be duplicative in whole or in part of any other reserve established and currently maintained. The Upon establishment or increase in reserves, Administrative Agent will be agrees to make itself available during such period to discuss any such proposed Reserve the reserve or change with the Borrowers andincrease, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers and Borrower may take such action as may be required so that the event, condition condition, circumstance, or matter fact that is the basis for such Reserve reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Reasonable Credit JudgmentPermitted Discretion. The amount In no event shall such opportunity limit the right of any Administrative Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, Senior Payables Lien Reserve established by the or other Reserves, unless Administrative Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent determined, in its Reasonable Credit Judgment to Permitted Discretion, that the event, condition condition, other circumstance, or other matter fact that is was the basis for the such Receivable Reserve. Notwithstanding anything herein to the contrary, a Inventory Reserve, Bank Product Reserve, Senior Payables Lien Reserve shall not be established pursuant to this Section 2.9 to the extent that or other Reserves or such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” change no longer exists or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or has otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentsbeen adequately addressed by Borrower.

Reserves. Other than On the Second Amendment Effective Date, Agent shall establish the NHC Tax Reserve. Additionally, Agent may, with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than at least five Business Days’ prior written notice to Borrower (or, if an Default or Event of Default shall have occurred and be continuing without notice), establish and maintain reserves that Agent deems necessary or appropriate, in its Permitted Discretion (including reserves with respect to (a) past due sums that any Loan Party or its Restricted Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as Taxes, assessments, insurance premiums, or, in the Borrowers. The Agent will be available during case of leased assets, rents or other amounts payable under such period leases) and has failed to discuss pay (b) amounts owing by any such proposed Reserve Loan Party to any Person to the extent secured by a Lien on, trust or change with the Borrowers anddeemed trust over, without limiting the right or rights of subrogation to, any of the Collateral, which Lien, trust or deemed trust, in the Permitted Discretion of Agent likely would have a priority superior to establish or change such Reserves in the Agent’s Reasonable Credit JudgmentLiens (such as (i) Liens, trusts or deemed in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, sureties, or suppliers, or (ii) Liens, trusts or deemed trusts for ad valorem, excise, sales, other Taxes, duties or “source deductions” where given priority under applicable law, or (iii) Liens, trusts or deemed trusts for, in respect of or in connection with any pension plans maintained or administered or contributed to or established by any Loan Party or in respect of which any Loan Party contributes)) with respect to the Borrowing Base or Commitments, and such reserves as the Agent from time to time determines in its Permitted Discretion as being necessary to reflect the impediments to the Agent’s ability to realize upon the Collateral and to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base (which reserves shall be proportional to such adverse effect) (such reserves together with the NHC Tax Reserve, collectively, the Borrowers may take such action as may be required so that “Reserves”). The amount of any Reserve shall have a reasonable relationship to the event, condition condition, other circumstance, or matter fact that is the basis for such Reserve no longer exists, in a manner reserve and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount of any Reserve established by the Agent pursuant to this Section 2.9 shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts other reserve established and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentscurrently maintained.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the The Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except Permitted Discretion upon not less than at least five Business Days’ (or in the case of mathematical or clerical errors, one Business Day’s) prior written notice to the Borrowers. The Borrower, which notice shall include a reasonably detailed description of the Availability Reserve being established (during which period (a) the Administrative Agent will be available during such period to shall, if requested, discuss any such proposed Availability Reserve or change with the Borrowers and, without limiting Borrower and (b) the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers Borrower 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, exists or exists in a manner that would result in the establishment of a lower Availability Reserve in a manner and to the extent reasonably satisfactory to the Administrative Agent), establish, amend or modify any Availability Reserve. No Availability Reserve may be taken after the Closing Date may be modified after the Closing Date, in either case based on circumstances, conditions, events or contingencies known to the Administrative Agent as of the Closing Date for which no Availability Reserve was imposed on the Closing Date, unless such circumstances, conditions, events or contingencies have changed in any material adverse respect since the exercise Closing Date. Notwithstanding any other provision of its Reasonable Credit Judgment. The this Agreement to the contrary, (a) 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 (b) the amount of any such Availability Reserve established by (or change in Availability Reserve) and the Agent pursuant scope of any change in eligibility standards shall be a reasonable quantification of the incremental dilution of the Borrowing Base attributable to this Section 2.9 the relevant contributing factor or shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a such Availability Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentschange.

Reserves. Other than reserves in such amounts, and with respect to Pari Passu Debt Reserves such matters, as Collateral Agent shall deem necessary or appropriate in its reasonable credit judgment exercised in good faith, against the Borrowing Base or Availability, including without limitation with respect to (i) price adjustments, damages, unearned discounts, unearned chargebacks, unearned rebates, returned products or other matters for which credit memoranda are issued in the ordinary course of any Loan Party’s business; (ii) potential dilution related to Accounts; (iii) shrinkage, spoilage and Waterfall Priority Hedge Agreement Reserves obsolescence of any Loan Party’s Inventory; (iv) other sums chargeable against Borrowers’ Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by any Loan Party to any Person to the extent secured by a Lien on, or trust over, any Property of any Loan Party; (vi) amounts owing by any Loan Party in connection with Product Obligations, including, without limitation, the Derivative Obligations Reserve; (vii) rent for locations at which shall Inventory or Equipment is stored and as to which Administrative Agent has not received a satisfactory landlord’s agreement or bailee letter, as applicable, and (viii) such other specific events, conditions or contingencies as to which Collateral Agent, in its reasonable credit judgment exercised in good faith, determines reserves should be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment))from time to time hereunder; provided, the Agent may establish Reserves or change any of the Reservesthat, in the exercise of its Reasonable Credit Judgment. Notwithstanding notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) Collateral Agent shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss establish any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount respect of any Reserve established by the Agent pursuant matters relating to this Section 2.9 shall any items of Collateral that have a reasonable relationship as determined by the Agent been taken into account in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “determining Eligible Accounts”, “Eligible Rental Equipment”Inventory, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versaUnappraised Finished Goods Inventory, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service VehiclesAcquisition Inventory, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentsapplicable.

Reserves. Other than with respect Notwithstanding anything to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment))contrary, the Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time (i) in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoingPermitted Discretion, establish and increase or decrease Reserves (other than Pari Passu Debt Reserves the Carve-Out Reserve, the amount of which shall be determined in accordance with the DIP Order) and Waterfall Priority Hedge Agreement Reserves(ii) increase and decrease the Carve-Out Reserve in its sole and absolute discretion based on changes in the amount of the Carve-Out; provided that, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall not have provided the Parent Borrower at least three (3) Business Days’ prior written notice of any such establishment or increase in any Reserve (except for the Carve-Out Reserve, which shall be established adjusted based on changes in the amount of the Carve-Out); and provided further that the Administrative Agent may only establish or changed increase a Reserve after the Closing Date except upon based on an event, condition or other circumstance arising after the Closing Date or based on facts not less than five Business Days’ notice known to the BorrowersAdministrative Agent as of the Closing Date or changing after the Closing Date. The amount of any Reserve or the Carve-Out Reserve established by the Administrative Agent will shall have a reasonable relationship to the event, condition, other circumstance or new fact that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available during such period to discuss any such the proposed Reserve or change with the Borrowers andincrease, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, and the Borrowers may take such action as may be required so that the event, condition condition, circumstance or matter new fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of (i) its Reasonable Credit JudgmentPermitted Discretion with respect to a Reserve (other than the Carve-Out Reserve) and (ii) its sole and absolute discretion with respect to the Carve-Out Reserve. The amount In no event shall such notice and opportunity limit the right of any Reserve established by the Administrative Agent pursuant to this Section 2.9 establish or change such Reserve, unless the Administrative Agent shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to Permitted Discretion (or sole and absolute discretion in the case of the Carve-Out Reserve) that the event, condition condition, other circumstance or other matter new fact that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the ReserveBorrowers. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any duplicate eligibility criteria contained in the definitions definition of “Eligible Accounts.”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than with respect to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including The Agent and/or any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment)), the Co-Collateral Agent may establish Reserves or change (including by decreasing the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment. Notwithstanding the foregoing, ; provided that such Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) shall not be established or changed after the Closing Date except upon not less than five (5) Business Days’ notice to the BorrowersBorrower (unless an Event of Default exists in which event such notice (which may be oral) may be given at any time prior to the establishment or change and shall not be subject to the five (5) Business Day notice requirement); provided, further, that no such prior notice shall be required for any changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves in accordance with the methodology of calculation previously utilized; provided, further, that during such five (5) Business Day period, the Borrower shall not be entitled to request any Borrowing of Revolving Loans or issuance of any Letter of Credit if such Borrowing or issuance would exceed then-current Availability calculated after giving pro forma effect to such Reserve. The Agent and/or any Co-Collateral Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and, Borrower and without limiting the right of the Agent and/or any Co-Collateral Agent to establish or change such Reserves in the Agent’s and/or any Co-Collateral Agent’s Reasonable Credit Judgment, the Borrowers Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgmentand/or any Co-Collateral Agent. The amount of any Reserve established by the Agent and/or any Co-Collateral Agent pursuant to the first sentence of this Section 2.9 2.5 shall have a reasonable relationship as determined by the Agent and/or any Co-Collateral Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. In the event that the Agent and/or any Co-Collateral Agent have determined to establish or change a Reserve pursuant to the first sentence of this Section 2.5 and the Reserve amount to be so established or as modified is inconsistent with the Reserve amount determined by the Agent or any other Co-Collateral Agent, as applicable, then the greater Reserve amount so determined shall apply. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained specific item excluded as ineligible in the definitions of “Eligible Accounts”Account, “Eligible Rental Equipment”Inventory, “Eligible Spare Fleet Inventory, Eligible Leased Parts and Merchandise”Inventory or the Eligible New Parts Inventory or of any then-existing Reserve, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, and vice versa, or reserves or criteria deducted in computing Cost, market value or Value or the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, and vice versaany of the foregoing. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Reserves. Other than reserves in such amounts, and with respect to Pari Passu Debt Reserves such matters, as Collateral Agent shall deem necessary or appropriate in its reasonable credit judgment exercised in good faith, against the Borrowing Base or Availability, including without limitation with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of any Loan Party’s business; (ii) potential dilution related to Accounts; (iii) other sums chargeable against Borrowers’ Loan Account as Revolving Credit Loans under any section of this Agreement; (iv) amounts owing by any Loan Party to any Person to the extent secured by a Lien on, or trust over, any Property of any Loan Party which constitutes Collateral; (v) amounts owing by any Loan Party in connection with Product Obligations, including, without limitation, the Derivative Obligations Reserve; (vi) rent for locations at which books, records, or Equipment is stored and Waterfall Priority Hedge Agreement Reserves as to which Administrative Agent has not received a satisfactory landlord’s agreement or bailee letter, as applicable, and (vii) such other specific events, conditions or contingencies as to which shall Collateral Agent, in its reasonable credit judgment exercised in good faith, determines reserves should be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment))from time to time hereunder; provided, the Agent may establish Reserves or change any of the Reservesthat, in the exercise of its Reasonable Credit Judgment. Notwithstanding notwithstanding the foregoing, Reserves (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves) Collateral Agent shall not be established or changed after the Closing Date except upon not less than five Business Days’ notice to the Borrowers. The Agent will be available during such period to discuss establish any such proposed Reserve or change with the Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable 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 Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Reasonable Credit Judgment. The amount respect of any Reserve established by the Agent pursuant matters relating to this Section 2.9 shall any items of Collateral that have a reasonable relationship as determined by the Agent been taken into account in its Reasonable Credit Judgment to the event, condition determining Eligible Accounts or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any eligibility criteria contained in the definitions of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled Accounts”, as applicable. Restricted Subsidiary – Parent and Borrowers, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value Subsidiaries of Eligible Rental Equipment or Eligible Service VehiclesBorrowers, and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount each Subsidiary that pursuant to the holder definition of such obligation, charge, liability “Unrestricted Subsidiary” or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documentssubsection 9.1.8 hereof hereafter becomes a Restricted Subsidiary.

Reserves. Other than with respect Notwithstanding anything to Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves (which shall be established and changed as set forth in the respective definitions thereof and not in accordance with this Section 2.9 (including any requirement that they be established or changed in the exercise of the Agent’s Reasonable Credit Judgment))contrary, the Administrative Agent may establish Reserves or change at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment. Notwithstanding Permitted Discretion establish and increase or decrease Reserves; provided that the foregoing, Reserves Administrative Agent shall have provided the Parent Borrower at least five (other than Pari Passu Debt Reserves and Waterfall Priority Hedge Agreement Reserves5) shall not be established or changed after the Closing Date except upon not less than five Business Days’ prior written notice of any such establishment or increase; and provided further that the Administrative Agent may only establish or increase a Reserve after the date hereof based on an event, condition or other circumstance arising after the date hereof or based on facts not known to the BorrowersAdministrative Agent as of the date hereof. The amount of any Reserve established by the Administrative Agent will shall have a reasonable relationship to the event, condition, other circumstance or new fact that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available during such period to discuss any such the proposed Reserve or change with the Borrowers andincrease, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, and the Borrowers may take such action as may be required so that the event, condition condition, circumstance or matter new fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Reasonable Credit JudgmentPermitted Discretion. The amount In no event shall such notice and opportunity limit the right of any Reserve established by the Administrative Agent pursuant to this Section 2.9 establish or change such Reserve, unless the Administrative Agent shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to Permitted Discretion that the event, condition condition, other circumstance or other matter new fact that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the ReserveBorrowers. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established pursuant to this Section 2.9 to the extent that such Reserve would be duplicative of any duplicate eligibility criteria contained in the definitions definition of “Eligible Accounts”, “Eligible Rental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service VehiclesInventory” or “Eligible Unbilled Accounts”, ” and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of Eligible Rental Equipment or Eligible Service Vehicles, Inventory and vice versa. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.