Borrowing Base Reserves means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to establish with respect to the US Borrowing Base, the Canadian Borrowing Base and/or the UK Borrowing Base (or which the Singapore Administrative Agent or UAE Administrative Agent (as applicable) deems necessary, in its Permitted Discretion, to establish with respect to the UAE Borrowing Base or the Singapore Borrowing Base) and which will be deducted in the calculation thereof, as applicable. Such Borrowing Base Reserves include, without limitation, (i) Dilution Reserves at any time that the Dilution Ratio for the applicable Borrower and its Eligible Subsidiaries is greater than 5%, (ii) Inventory Reserves, (iii) reserves for uninsured losses of any Loan Party, (iv) reserves for underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation with respect to any Collateral or any Loan Party which would adversely effect the Collateral, and (v) certain reserves for statutory claims, deemed trusts, vender claims, merit claims for salaries, wages, accrued vacation, employment taxes, pension liabilities and other employee related obligations, and, with respect to the Canadian Borrowing Base only, reserves for statutory claims, deemed trusts or inventory subject to rights of suppliers under Section 81.1 of the Bankruptcy and Insolvency Act (Canada), the Canadian Employee Funding Liability Reserve and the Canadian Priority Claims Reserve; provided, that Borrowing Base Reserves shall not include any reserves specifically included by the Administrative Agent (or the Singapore Administrative Agent or the UAE Administrative Agent, as applicable) as “Commitment Reserves”.
Borrowing Base Reserves means (x) the reserves established as of the Restatement Date and set forth on Annex V hereto and (y) the Collateral Manager shall have the right to establish, modify or eliminate reserves against Eligible Receivables and Eligible Inventory from time to time in its Permitted Discretion. Borrowing Base Reserves will not be established (1) for any non-cash items, (2) for the loss of any contract including any Program Agreement, (3) to address matters otherwise adjusted under the Expected Net Value or OLV, or (4) as a result of the filing of any lawsuit by any person or the initiation of any investigation or inquiry by any Governmental Authority, or in either case the threat thereof, unless and until the Collateral Manager determines in good faith after consultation with Borrower that the basis of such lawsuit, investigation or inquiry is likely to result in a material setoff, recoupment or other reduction of collections under the Receivables. Without limiting the generality of the foregoing, reserves shall in all cases be taken with respect to the full amount of Federal tax Liens, whether or not Borrower has taken reserves with respect to such amounts on its books and records.
Borrowing Base Reserves means those reserves against the Borrowing Base implemented by Lender from time to time based on such credit and collateral considerations as Lender may deem appropriate to reflect contingencies or risks which may adversely affect any or all of the Loan Collateral, the business, operations, or financial condition of a Loan Party or the security of the Obligations, including (a) 100% of the aggregate xxxx-to-market exposure, as determined by Lender, of all Rate Management Obligations then owing by a Borrower to Lender or its Affiliate under a Rate Management Agreement and (b) a reserve for rent for any of Borrower’s Facilities leased by a Borrower for which Borrowers have not obtained a landlord’s waiver agreement on terms and in substance satisfactory to Lender, such reserve to be in an amount which is the longer of: (i) three months or (ii) the period under applicable law for which such landlord has been granted a Lien, as determined by Lender in the exercise of its discretion in good faith.
Examples of Borrowing Base Reserves in a sentence
Pursuant to the Second Amendment, the Credit Facility was amended to provide that, until the earliest to occur of (i) September 6, 2016, and (ii) the occurrence of an event of default under the Credit Facility, the First Lien Agent would not establish any additional Borrowing Base Reserves and would not modify any existing Borrowing Base Reserves or related eligibility criteria if the effect of such modification was to decrease availability under the Credit Facility.
More Definitions of Borrowing Base Reserves
Borrowing Base Reserves means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to establish with respect to the Borrowing Base and which will be deducted in the calculation thereof, as applicable. Such Borrowing Base Reserves include, without limitation, reserves for contingent liabilities of any Loan Party, volatility reserves, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for uninsured losses of any Loan Party and reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation with respect to the Collateral or any Loan Party; provided, that Borrowing Base Reserves shall not include any reserves included in any contemporaneously effective calculation of “Availability Reserves”.
Borrowing Base Reserves means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to establish with respect to the US Borrowing Base and/or the Canadian Borrowing Base and which will be deducted in the calculation thereof, as applicable. Such Borrowing Base Reserves include, without limitation, Banking Services Reserves, Dilution Reserves at any time that the Dilution Ratio is greater than 5%, reserves for slow moving Inventory, the Export-Related Reserve (with respect to the US Borrowing Base only), reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation with respect to the Collateral or any Loan Party, and, with respect to the Canadian Borrowing Base only, reserves for statutory claims, deemed trusts or inventory subject to rights of suppliers under Section 81.1 of the Bankruptcy and Insolvency Act (Canada), and the Canadian Priority Claims Reserve; provided, that Borrowing Base Reserves shall not include any reserves specifically described under the definition of "Commitment Reserves".
Borrowing Base Reserves means those reserves against the Borrowing Base implemented by Lender from time to time in good faith based on such credit and collateral considerations as Lender may deem appropriate to reflect contingencies or risks which may adversely affect any or all of the Loan Collateral, the business, operations, or financial condition of the Loan Parties or the security of the Obligations, including 100% of the aggregate net xxxx-to-market exposure, as determined by Lender in good faith, of all Rate Management Obligations then owing by Borrower to Lender or its Affiliate under a Rate Management Agreement.
Borrowing Base Reserves means such reserves against the Borrowing Base as the Administrative Agent from time to time may elect, in its reasonable discretion and on 7 days' notice to the Borrower, to apply for purposes of determining the Borrowing Base on account of any matter, contingency or risk which the Administrative Agent may in good xxxxx xxxx potentially material to the prospect of payment of the Credit Extensions, including (by way solely of illustration and without in any manner limiting the Administrative Agent's right to apply a reserve on account of any other matter, contingency or risk, whether similar or not) such items as the Customer Credits Reserve and the Carve-Out Reserve.
Borrowing Base Reserves means, as of any date of determination, such amounts (expressed as either a specified amount or as a percentage of a specified category or item) as either (a) Administrative Lender, in its Good Faith discretion, may, or (b) Administrative Lender, at the direction of Majority Lenders (in their Good Faith discretion) shall, from time to time establish in determining the Borrowing Base to reflect contingencies or risks which may affect the Collateral, the business, business prospects or financial condition of Borrower, or the security of the loans made hereunder.
Borrowing Base Reserves means those reserves against the Borrowing Base implemented by Lender from time to time in good faith based on such credit and collateral considerations as Lender may deem appropriate to reflect contingencies or risks which may adversely affect any or all of the Loan Collateral, the business, operations, or financial condition of the Loan Parties or the security of the Obligations, including 100% of the aggregate net mark-to-market exposure, as determined by Lender in good faith, of all Rate Management Obligations then owing by Borrower to Lender or its Affiliate under a Rate Management Agreement.
Borrowing Base Reserves means any reserves limiting the availability of credit under the Senior ABL Facility created on or after the date hereof (i) pursuant to the definition of “Borrowing Base Reserves” in the Senior ABL Facility, as such definition is in effect on the date hereof, or (ii) created during the continuation of, or in any negotiation in anticipation of, any Default or Event of Default.