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.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

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.

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.

Examples of Push Down Reserve in a sentence

The Loans Parties shall cause the FILO Push Down Reserve to be maintained at any time that the Outstanding Amount of the FILO Loan exceeds the FILO Borrowing Base.
Permit Availability to be less than the greater of (i) 15.0% of the sum of (x) the Maximum Revolving Borrowing Amount (calculated without giving effect to the Term Loan Push Down Reserve) and (y) the Borrowing Base, and (ii) $11,000,000 at any time.
The Loan Parties shall not permit the aggregate amount of cash in DDAs (including all disbursement accounts), the Controlled Accounts, and the Collection Account maintained by the Loan Parties to exceed $1,000,000 at any time that Availability is less than fifteen percent (15%) of the Borrowing Base (calculated without giving effect to the FILO Push Down Reserve).
Prior to the Revolver Commitment Termination Date, if, on any date, the aggregate FILO Loans exceed the FILO Borrowing Base at such time, a Push Down Reserve shall be immediately and automatically established in respect of the Tranche 1 Borrowing Base in an aggregate principal amount equal to such excess.
Once implemented in accordance with the terms of the Intercreditor Agreement, the Term Loan Push Down Reserve shall not be released or adjusted except (i) in accordance with the terms of the Intercreditor Agreement, or (ii) as may be agreed by the Agent in its exclusive discretion.
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).
No Term Loan Push Down Reserve shall be established, unless after the Closing Date (a) EBITDA of Borrowers and their Subsidiaries on a consolidated basis calculated each month on a trailing twelve (12) month basis is at any time less than $20,000,000 or (b) an Event of Default exists or has occurred and is continuing (a “Term Loan Push Down Reserve Trigger Event”).
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 in the event of any discrepancy or dispute between the Term Loan B Agent (or any Term Loan B Lender) and the Credit Parties as to the amount of the Term Loan Push Down Reserve, Agent and the other Secured Parties shall be entitled to rely solely on the calculation of the Term Loan Push Down Reserve as determined by the Term Loan B Agent and shall have no liability to any Credit Party or any other Person for doing so.
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 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.

Push Down Reserve means a reserve established against the Tranche 1 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 FILO Loans outstanding at the applicable time of determination exceeds the FILO Borrowing Base at such time.