Push Down Reserve definition

Push Down Reserve a reserve established against the Tranche A Borrowing Base by the Administrative Agent at such time in an amount equal to the amount (if any) by which the aggregate principal amount of the Tranche B Term Loans outstanding at the applicable time of determination exceeds the Tranche B Borrowing Base at such time.
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Push Down Reserve means, a reserve implemented by the Agent within three (3) Business Days after written notice is received from the Term Loan Agent (such written notice, the “Push Down Reserve Notice”) in accordance with the Term Loan Agreement and the Intercreditor Agreement in an amount equal to the Push Down Reserve Amount, which such notice specifies the amount, if any, that the aggregate Term Loan Outstandings exceed the Term Loan Borrowing Base (or, Term Loan Borrowing Base II if applicable under the Term Loan Agreement at the time) in each case, as reflected in the Term Loan Borrowing Base Certificate most recently delivered by the Administrative Borrower to the Term Loan Agent; provided that (a) the Push Down Reserve will only be implemented up to the Push Down Reserve Amount at such time and (b) in accordance with the Intercreditor Agreement, such Push Down Reserve may be terminated and/or adjusted from time to time based on additional Push Down Reserve Notices or monthly reporting certificates delivered by the Term Loan Agent to the Agent specifying that the aggregate Term Loan Outstandings no longer exceed the Term Loan Borrowing Base (or, Term Loan Borrowing Base II if applicable under the Term Loan Agreement at the time) then in effect.
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Push Down Reserve means the amount, if any, by which the Term Loan Outstandings exceeds the Borrowing Base or Borrowing Base II, as applicable, (including on account of any Reserves imposed or to be imposed by Agent), as calculated by the Agent based upon the most recent Borrowing Base Certificate delivered to the Agent by the Borrower.
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Examples of Push Down Reserve in a sentence

  • Prior to the Tranche A Discharge Date, if, on any date, the aggregate Tranche B Term Loans exceed the Assumed Tranche B Borrowing Base at such time, a Push Down Reserve shall be immediately and automatically established in respect of the Tranche A Borrowing Base in an aggregate principal amount equal to such excess.

  • It is understood and agreed that in the event that the outstanding amount of the FILO Loans exceeds the FILO Loan Cap, no mandatory prepayment in respect of such excess amount shall be required; provided however the Administrative Agent shall implement the FILO Push Down Reserve in accordance with the terms hereof.

  • Term Loan Push Down Reserve: a reserve against the ABL Borrowing Base in an amount equal to (a) (i) $14,000,000 for the period from the Closing Date through December 31, 2019, and (ii) at all times after December 31, 2019, $20,000,000 minus (b) the amount by which the Term Loan Borrowing Base exceeds the ABL Borrowing Base (but in no event less than zero).

  • After giving effect to the Loans requested to be made, the Acceptances requested to be created or the Letters of Credit requested to be issued on any such date and the use of proceeds thereof, the aggregate Revolving Extensions of Credit shall not exceed the Availability then in effect (after giving effect to any Push Down Reserve).

  • The Borrowers shall, or shall cause the Revolving Agent to immediately implement and to maintain the Term Loan Push Down Reserve and after giving effect to the institution of the Term Loan Push Down Reserve, Excess Availability shall be greater than $0.

  • The Administrative Agent shall establish an Availability Reserve applicable to the Canadian Borrowing Base in the amount of the Term Push- Down Reserve at any time that outstanding Canadian Term Loans exceeds Canadian Incremental Availability.

  • At all times while any Term Loan Obligations or any Refinancing Indebtedness related thereto and secured by a Lien on Term Priority Collateral are outstanding, permit Availability to be less than the greater of (i) 15.0% of the sum of (x) the Maximum Borrowing Amount (calculated without giving effect to the Term Loan Push Down Reserve) plus (y) the Term Facility Borrowing Base, and (ii) 11,000,000 at any time.

  • For purposes of the Term Loan Push Down Reserve, the Agent will be entitled to rely solely on the calculation of the Term Loan Borrowing Base made by the Borrowers unless the Agent receives written notification by the Term Loan Agent that such calculation is inaccurate, together with a reasonable calculation of the correct Term Loan Push Down Reserve.

  • Permit Availability at any time to be less than the greater of (x) ten percent (10%) of the Revolving Loan Cap (calculated without giving effect to the FILO Push Down Reserve) or (y) $10,000,000.

  • Each of the Credit Parties agrees that neither Agent nor any Secured Party shall have any liability for relying on the calculation of the Term Loan Push Down Reserve as set forth in a Borrowing 157 Base Certificate delivered by the Borrowers to Agent or in the Term Loan Push Down Reserve Correction Notice delivered by the Term Loan B Agent to Agent, as the case may be.


More Definitions of Push Down Reserve

Push Down Reserve means the amount, if any, by which the aggregate outstanding principal balance of the Term Loan (made as of the Effective Date and the date the Delayed Draw Term Loan is made which shall be converted to Canadian Dollars for purposes of the Push Down Reserve at the Spot Rate as of the Business Day prior to the delivery of the Borrowing Base) exceeds the Borrowing Base (including on account of any Realty Reserve or any Availability Reserve imposed or to be imposed by the Agent), as calculated by the Agent based upon the most recent Borrowing Base Certificate delivered to the Agent by the Borrower.
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Related to Push Down Reserve

  • road reserve ’ means the area contained within the statutory width of a road, and includes roadways, shoulders and sidewalks and the airspace above such roadways, shoulders and sidewalks and all other areas within the road reserve boundary;

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

  • FF&E Reserve shall have the meaning given such term in Section 5.1.2(a).

  • Loss Reserve means, on any date, an amount equal to the Loss Percentage multiplied by the Net Receivables Balance as of the close of business of the Servicer on such date.

  • Cash Reserve means for any Financed Receivable which has been paid in full during a Monthly Period, the amount by which the amount(s) paid on such Financed Receivable exceeds the Advance made on such Financed Receivable.

  • Interest Reserve means, for any Calculation Period, the product (expressed as a percentage) of (i) 1.5 times (ii) the Alternate Base Rate as of the immediately preceding Cut-Off Date times (iii) a fraction the numerator of which is the highest Days Sales Outstanding for the most recent 12 Calculation Periods and the denominator of which is 360.

  • Operating Reserve means generation capacity or load reduction capacity which can be called upon on short notice by either Party to replace scheduled energy supply which is unavailable as a result of an unexpected outage or to augment scheduled energy as a result of unexpected demand or other contingencies.

  • Replacement Reserve As defined in Section 9.5.1.

  • Dilution Reserve means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by 1 percentage point for each percentage point by which Dilution is in excess of 5%.

  • Interest Reserve Amount has the meaning set forth in Section 5.1(d).

  • Replacement Reserve Monthly Deposit shall have the meaning set forth in Section 7.3.1 hereof.

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

  • Series Reserve Account means the Reserve Account for the Series of Bonds established in the Reserve Fund by Supplemental Indenture in an amount equal to the Series Reserve Account Requirement for such Series of Bonds.

  • Primary Reserve means the total reserve capability of generation resources that can be converted fully into energy or Demand Resources whose demand can be reduced within ten minutes of a request from the Office of the Interconnection dispatcher, and is comprised of both Synchronized Reserve and Non-Synchronized Reserve.

  • Distribution Reserve means a reserve established to hold, in one or more segregated accounts to be established by the Debtor, Cash equal to the aggregate of (a) Cash that would have been distributed on the Distribution Date on account of Disputed or undetermined (i) Administrative Claims had they been Allowed Claims, provided that with respect to Administrative Claims for which applications for compensation of professionals or other periods retained or to be compensated pursuant to sections 327, 328, 330, 331 and 503(b) of the Bankruptcy Code are or will be pending but are then undetermined, the amount of Cash deposited shall be the amount sought by such persons or the maximum amount such persons indicate that they intend to apply for, and provided that with respect to Administrative Claims for which applications for compensation of the Chapter 7 Trustee or the Chapter 11 Trustee are or will be pending but are then undetermined, the amount of Cash deposited shall be the amount sought by such persons or the maximum amount such persons indicate that they intend to apply for, (ii) Priority Unsecured Non-Tax Claims, (iii) Secured Claims, (iv) General Unsecured Claims, (v) Intercompany Claims and (v) Equity Interests , plus (b) accrued interest on all Cash in the Distribution Reserve, plus (c) Cash in the amount of all taxes previously incurred by the Debtor (and not paid or otherwise provided for under the Plan) and all taxes and professional fees estimated to be incurred by the Reorganized Debtor, including professional fees of the Reorganized Debtor; plus (d) Cash in the amount of all estimated costs and expenses of effectuating the actions and duties of the Distribution Trustee, including under Articles VI and XIII of the Plan.

  • Excess Reserve Fund Account The separate Eligible Account created and maintained by the Securities Administrator pursuant to Sections 3.07(b) and 3.07(c) in the name of the Securities Administrator for the benefit of the Regular Certificateholders and designated "Wells Fargo Bank, National Association in trust for registered Holders xx Xxrgan Stanley Capital I Inc. Trust 2006-HE2, Mortgage Pass-Through Cerxxxxxxtxx, Xxxies 2006-HE2." Funds in the Excess Reserve Fund Account shall be held in trust for the Regular Certificateholders for the uses and purposes set forth in this Agreement. Amounts on deposit in the Excess Reserve Fund Account shall not be invested.

  • Yield Reserve means, on any date, an amount equal to: (a) the Capital at the close of business of the Servicer on such date multiplied by (b)(i) the Yield Reserve Percentage on such date divided by (ii) 100% minus the Yield Reserve Percentage on such date.

  • Reserve Draw Amount shall have the meaning specified in subsection 4.12(c).

  • Rent Reserve means, with respect to any leased store, warehouse distribution center, regional distribution center or depot where any Inventory subject to Liens arising by operation of law is located, a reserve equal to two months’ rent at such store, warehouse distribution center, regional distribution center or depot.

  • Spinning Reserve means the ability to immediately and automatically increase generation or reduce demand in response to a fall in frequency;

  • Excess Liquidation Proceeds Reserve Account The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2019-C7, Commercial Mortgage Pass-Through Certificates, Series 2019-C7, Excess Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.

  • Servicing Reserve means, for any Calculation Period, the product (expressed as a percentage) of (a) the Servicing Fee Rate, times (b) a fraction, the numerator of which is the highest Days Sales Outstanding for the most recent 12 Calculation Periods and the denominator of which is 360.

  • Cash Management Reserves means such reserves as the Agent, from time to time, determines in its Permitted Discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided or outstanding.

  • Required Reserve Fund Amount With respect to any Distribution Date on which the Net Excess Spread is less than 0.25%, the amount, if any by which (a) the product of 1.00% and the Pool Balance for such date exceeds (b) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. With respect to any Distribution Date on which the Net Excess Spread is equal to or greater than 0.25%, the amount, if any, by which (i) $1,000 exceeds (ii) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. Provided, however, that on any Distribution Date on which the Class Principal Amount of each Class of LIBOR Certificates has been reduced to zero, the Required Reserve Fund Amount shall be zero.

  • Targeted Accumulation Reserve Subaccount Deposit means, with respect to any Distribution Date during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class A(2022-2) Notes as of the close of business on the last day of the related Due Period or (ii) any other amount designated by the Calculation Agent on behalf of the Issuer.

  • LC Reserve the aggregate of all LC Obligations, other than (a) those that have been Cash Collateralized; and (b) if no Default or Event of Default exists, those constituting charges owing to the Issuing Bank.