Common use of Reserves Clause in Contracts

Reserves. 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; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrower (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 Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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. The 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 (including by decreasing the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment; provided that such . 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 Borrower (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 utilizedBorrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrower and Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower 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. During such five (5) Business Days’ notice period, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters Agent in the exercise of its Reasonable 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 such noticeJudgment. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 2.5 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. 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 specific item excluded as ineligible eligibility criteria contained in the definition definitions of “Eligible AccountAccounts”, “Eligible InventoryRental Equipment”, “Eligible Spare Parts and Merchandise”, “Eligible Service Vehicles” or “Eligible Unbilled AccountAccounts”, and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of any then-existing ReserveEligible 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. The 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 (including by decreasing the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment; provided that such . 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 Borrower (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 utilizedBorrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrower and Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower 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. During such five (5) Business Days’ notice period, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters Agent in the exercise of its Reasonable 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 such noticeJudgment. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 2.5 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. 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 specific item excluded as ineligible eligibility criteria contained in the definition definitions of “Eligible Account”, “Eligible Merchandise and Consumables Inventory” or “Eligible Unbilled AccountRental Equipment”, and vice versa, or reserves or criteria deducted in computing the Value of any then-existing ReserveEligible Merchandise and Consumables Inventory or Eligible Rental Equipment or the Net Orderly Liquidation Value of Eligible Merchandise and Consumables Inventory or Eligible Rental 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. 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; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrower (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 Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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. The Agent 7.1 With a view to securing so far as may establish Reserves or change (including by decreasing reasonably be practicable that the amount of) any of the Reserves, service charge shall be progressive and cumulative rather than irregular and that tenants in the exercise Building for the time being shall bear a proper part of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice accumulating liabilities which accrue in the future, the Landlord is entitled to the Borrower (unless include, as an Event item 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 service charge for any changes service charge period, an amount which the Landlord reasonably determines is appropriate to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves build up and maintain a reserve fund in accordance with the methodology principles of calculation previously utilized. The Agent will good estate management provided that for the avoidance of doubt the Tenant is only obliged to 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 the other provisions of this Schedule (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 available during such period established and maintained to discuss 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 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 proposed Reserve or change with the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. 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 such notice. reserve fund. 7.4 The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 Landlord shall not be established 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 extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 relevant account and not to the holder of such obligation, charge, liability Landlord. 7.6 On expiry or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests sooner determination of the Secured Parties hereunder and under Term any sums contributed to the other Loan Documentsreserve fund by the Tenant which have not been expended in accordance with the terms of this Schedule shall be repaid to the Tenant within ten working days of expiry or sooner determination of the Term.

Reserves. The Agent In addition to any reserves for specific line items that are already established in the Budget, if an Event of Default or Unmatured Default has occurred, Lender may establish Reserves or change (including by decreasing the amount of) any and set aside out of the undisbursed proceeds of the Loan, reserves (collectively, the “Reserves, ”) in such amounts as may be reasonably estimated by Lender from time to time to provide for payment of the exercise items of its Reasonable Credit Judgment; provided that such Project Cost as the same may accrue or become payable prior to the repayment in full of the Loan. Amounts set aside as Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice available for disbursement to the Borrower (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 purpose other than payment of the amount of item or group or items for which the Reserves in accordance with Reserve was established. Based upon the methodology of calculation previously utilized. The Agent will be facts then available during such period to discuss any such proposed Reserve or change with Lender, Lender may adjust and reallocate the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. 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 such notice. 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 Loan, an interest reserve (the “Interest Reserve”) in the amount of $400,000.00 for the payment of interest on the Loan as the same may accrue or become payable prior to the first sentence repayment in full of this Section 2.5 shall have a reasonable relationship the Loan. Amounts set aside 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 Interest Reserve shall not be established available for disbursement to 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 specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 Documentsmonies by Borrower.

Reserves. The Notwithstanding anything to the contrary in Section 2.01, Administrative Agent may establish Reserves or change (including by decreasing the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrower (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 establish one or more reserves which, for the avoidance of doubt, shall include, without limitation, the Dilution Reserve, royalty reserves, and reserves relating to intercompany markups (“Reserves”) as Administrative Agent may deem appropriate in Administrative Agent’s Permitted Discretion. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the establishment event, condition or change circumstance or fact that is the basis for such Reserve and shall not be subject duplicative of any other Reserve established and currently maintained. Upon establishment or increase in any Reserve, Administrative Agent agrees 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 make itself available during such period to discuss any such proposed Reserve or change with the Borrower same, and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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 Administrative Agent, in its Permitted Discretion. During such five A Reserve may limit the Borrowing Capacity, reduce the Borrowing Base (5) Business Days’ notice period, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters by reduction 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 advance rate set forth in such notice. The amount of any Reserve established by the Agent pursuant Borrowing Base or otherwise), or otherwise restrict Borrower’s ability to borrow under the first sentence terms of this Section 2.5 Agreement. Administrative Agent shall have a reasonable relationship as determined by endeavor to notify Borrower promptly after 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any then-existing Reserve. 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. The Agent Lender may from time to time establish Reserves and revise such reserves as Lender deems appropriate in its sole discretion ("Reserves") to reflect (i) events, conditions, contingencies or change risks which affect or may affect (including 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 decreasing the amount ofor on behalf of Borrower or any Obligor to Lender is or may have been incomplete, inaccurate or misleading in any material respect, (iii) any of the Reservesfact or circumstance which Lender determines in good faith constitutes, in the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrower (unless an could constitute, a Default or Event of Default exists and is continuing or (iv) any other events or circumstances which Lender determines in which event such notice (which may be oral) may be given at any time prior to good faith make the establishment or change 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 shall not (vi) of Eligible Inventory, (b) which is or will be subject 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 which Lender is in possession of all bills of lading and 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 five cost of such Inventory (5plus all duties, freight, taxes, insurance, costs and other charges and expenses relating to such Credit Accommodation or such Eligible Inventory) Business Day notice requirement); provided, further, that no such prior notice shall be required 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 changes purpose, establish a Reserve equal to any Reserves resulting solely by virtue the full amount of mathematical calculations the Credit Accommodation Balance. In addition, (x) Lender shall establish a permanent Reserve in the amount set forth in Section 1(f) of Schedule A, and (y) if the outstanding principal balance of the Term Loan advance with respect to Eligible Equipment exceeds the percentage of the appraised value of such Eligible Equipment set forth in Section 2(a) of Schedule A, Lender may establish an additional Reserve in the amount of such excess (and, for this purpose, if payments of principal on the Reserves in accordance with the methodology Term Loan advances against Eligible Equipment and Real Property are not calculated separately, payments of calculation previously utilized. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrower and without limiting the right principal of the Agent Term Loan made by Borrower shall be deemed to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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 apply to the extent reasonably satisfactory to the 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any then-existing Reserve. The establishment of any Reserve Term Loan advance with respect to any obligationEligible Equipment and Real Property, chargerespectively, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount proportion to the holder 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. 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; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrower (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 Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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. 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 Agent may establish Reserves Reserve shall be held by Purchaser for a period of either: (i) days after the Closing Date (the "Limited Reserve Period") or change (including by decreasing ii) until all Contracts set forth in Exhibit 1 are paid in full (the amount of"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 Reservesfollowing "Events of NonCompliance" with respect to 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 exercise Contract Obliger will not make contractual payments due to Purchaser in accordance with the terms of its Reasonable Credit Judgment; provided 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 such Reserves 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 shall not be established 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 Reserve by Purchaser under this provision for breach of the Agreement, upon notification by Purchaser to Seller of such deduction or changed except upon not less than charge, Seller shall submit to Purchaser within five (5) Business Days’ notice calendar days a sum sufficient to refund the Reserve to the Borrower (unless an Event amount prior to such deduction or charge, it being understood and agreed between Seller and Purchaser that the primary purpose of Default exists 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 continuing obligated to refund the Reserve in which the event such notice (which may be oral) may be given at any time prior to charges are taken. Upon 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 occurrence of mathematical calculations a breach of the amount 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 Reserves Limited Reserve Period or Term Reserve Period, whichever is applicable, if Seller is not 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 Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any then-existing Reserve. 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. The Administrative Agent may establish Reserves or change (including by decreasing the amount of) at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except Permitted Discretion upon not less than at least five (5) Business Days’ (or in the case of mathematical or clerical errors, one Business Day’s) prior written notice to the Borrower (unless an Event of Default exists and is continuing in Lead Borrower, 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 include a reasonably detailed description of the amount of Availability Reserve being established (during which period (a) the Reserves in accordance with the methodology of calculation previously utilized. The Administrative Agent will be available during such period to shall, if requested, discuss any such proposed Availability Reserve or change with the Lead Borrower and without limiting (b) the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, 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 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. During 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 five circumstances, conditions, events or contingencies have changed in any material adverse respect since the Closing Date. Notwithstanding any other provision of this Agreement to the contrary, (5a) Business Days’ notice period, Borrower may not obtain in no event shall any new Revolving Loans 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 Swingline Loanscollection and/or advance rates) or Letters of Credit to and (b) 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 such notice. 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 the first sentence of this Section 2.5 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. In the event that the Agent has determined to establish such Availability Reserve 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 Documentschange.

Reserves. The Administrative Agent may will have the right to modify eligibility criteria (if the effect thereof is to reduce the Borrowing Base then in effect) and establish Reserves or change (including by decreasing the amount of) any of the and modify Reserves, in the exercise of each case in its Reasonable Credit Judgment; provided that such Permitted Discretion, and any modified eligibility criteria or newly-established or modified Reserves shall not be established or changed except upon not less than five (5) become effective on the third Business Days’ Day after the Administrative Agent provides written notice thereof to the Borrower (unless an Event which notice shall include a description in reasonable detail of Default exists and is continuing in which event the basis for 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 requirementdetermination); provided, further, provided that no such prior notice (a) the Administrative Agent 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 modification or Reserve or change with the Borrower and 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 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 Agent. During such five Administrative Agent in its Permitted Discretion, (5b) Business Days’ notice periodthe Administrative Agent shall not establish a general “availability block”, Borrower may not obtain (c) any new Revolving Loans (including Swingline Loans) standard of eligibility 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 such notice. The amount of any Reserve established or modified by the Administrative Agent pursuant to the first sentence of this Section 2.5 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. In Administrative Agent in good faith, and (d) if the event that the Agent has determined to establish or change a Reserve pursuant Initial ABL Collateral Reports have been delivered to the first sentence Administrative Agent prior to the Closing Date, 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 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 this Section 2.5 and the Reserve amount to be so established any facts or as modified other information (including any interpretation of applicable law) that is inconsistent with the Reserve amount determined by the Agentits understanding or analysis of such circumstance, then the greater Reserve amount so determined shall apply. Notwithstanding anything herein condition, event or contingency prior to the contraryClosing Date, provided that the Administrative Agent may establish and modify a Royalty Reserve, a Reserve shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”Rent Reserve, “Eligible Inventory” a reserve for sales Taxes, excise Taxes and VAT or “Eligible Unbilled Account”, or of any then-existing Reserve. 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. The Notwithstanding anything to the contrary, the Administrative Agent may establish Reserves or change (including by decreasing the amount of) 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 such Reserves that, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall not be established or changed except upon not less than five have provided the Parent Borrower at least three (53) 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 Closing Date or based on facts not known to the Borrower (unless an Event Administrative Agent as of Default exists and is continuing in which event such notice (which may be oral) may be given at the Closing Date. The amount of any time prior Reserve established by the Administrative Agent shall have a reasonable relationship to the establishment event, condition, other circumstance or change and shall not be subject to new fact that is the five (5) Business Day notice requirement); providedbasis for the Reserve. Upon delivery of such notice, further, that no such prior notice the Administrative Agent 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 the proposed Reserve or change with increase, and the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower 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 AgentAdministrative Agent in the exercise of its Permitted Discretion. During In no event shall such five (5) Business Days’ notice periodand opportunity limit the right of the Administrative Agent to establish or change such Reserve, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters of Credit to unless 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 such notice. The amount of any Reserve established by the Administrative Agent pursuant to the first sentence of this Section 2.5 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 the Reserve. In the event that the Agent such new Reserve or such change no longer exists or 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 otherwise been adequately addressed by the Agent, then the greater Reserve amount so determined shall applyBorrowers. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible duplicate eligibility criteria contained in the definition of “Eligible AccountAccounts”. 66 ARTICLE III TAXES, “Eligible Inventory” or “Eligible Unbilled Account”, or of any then-existing ReserveINCREASED 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. The Agent may Anything to the contrary in this Section 2.1 notwithstanding, Lender shall have the right to establish Reserves reserves in such amounts, and with respect to such matters, as Lender in the exercise of its reasonable (from the perspective of a secured asset-based lender in the same or change (including by decreasing similar circumstances) business judgment shall deem necessary or appropriate or in the event of a Material Adverse Change, against the amount ofof 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 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 Judgment; provided that reasonable (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 Reserves shall not be established as Liens or changed except upon not less than 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. Lender will use reasonable efforts to inform Borrower of any such reserves within five (5) Business Days’ notice to the Borrower (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)Days after establishing same; provided, further, that Lender shall have no such prior notice shall be required liability for any changes delay or failure in doing so and any delay or failure to do so shall not impair any Reserves resulting solely by virtue of mathematical calculations Lender’s rights or Borrower’s obligations under the Loan Documents. In addition to the foregoing, Lender and its real estate valuation advisor shall have the right to determine the value of any property securing an SBA 7(a) Loan during each calendar quarter for the purpose of redetermining the fair market value of the amount of collateral securing such SBA 7(a) Loan and, as a result, redetermining 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 Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 appropriate advance rate 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any thenNon-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 DocumentsGuaranteed Note Receivable portion thereof.

Reserves. The Agent may establish Notwithstanding the foregoing or anything contrary in this Agreement, (a) no Availability Reserves or change (including by decreasing the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment; provided that such Eligibility Reserves shall not be established or changed and no modifications to eligibility criteria or standards made, in each case, except upon not less than five three (53) Business Days’ prior written notice to the Borrower (unless an Event of Default exists and is continuing in applicable Borrower, 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 include a reasonably detailed description of such Availability Reserve or Eligibility Reserve being established or the modification to any Reserves resulting solely by virtue of mathematical calculations of eligibility criteria or standards being made (during which period (i) the amount of the Reserves in accordance with the methodology of calculation previously utilized. 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 Borrower and without limiting applicable Borrower, (ii) the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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 Agent. During such five Administrative Agent and (5iii) Business Days’ notice period, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters of no Credit Extensions shall be made to the extent that such Revolving Loans (including Swingline Loans) or Letters of Credit would cause an Out-Of-Formula Condition to occur Borrowers if after giving effect to such Credit Extension the establishment Revolving Credit Outstandings would exceed the applicable Maximum Credit at such time less such Availability Reserve or increase of 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 Reserve later date as set forth shall be acceptable to the Administrative Agent in such notice. The its sole discretion), (b) 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 the first sentence of this Section 2.5 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. In the event that the Agent has determined to establish such Reserve or such change a and (c) no Availability 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 Eligibility Reserve shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible Availability Reserve or Eligibility Reserve already accounted for through eligibility criteria 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 definition preceding sentence, changes to the Reserves solely for purposes of “Eligible Account”correcting mathematical or clerical errors shall not be subject to such notice period, “Eligible Inventory” it being understood that no Default or “Eligible Unbilled Account”, or Event of any then-existing Reserve. 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. The Agent may establish Reserves or change (including by decreasing the amount of) Notwithstanding any of the Reservesprovision contained in this Lease, in the exercise event that Tenant defaults in the payment of its Reasonable Credit Judgment; provided Taxes described in Section 7.01(a) (i) and (ii), or upon the occurrence of any Event of Default, Landlord shall have the right, upon written notice to Tenant and without waiving any default, require Tenant to pay to Landlord on the first day of each month after such notice (or commencing on the date specified in the notice), the amount that Landlord reasonably estimates will be necessary in order to accumulate with Landlord sufficient funds to pay any and all such Reserves Taxes for: (i) the ensuing twelve (12) months, and (ii) at least thirty (30) days prior to the date or dates any or all of such Taxes are due (which shall not be established or changed except deemed a trust fund) (the “Tax Reserve”). Landlord shall, upon not less than five (5) Business Days’ notice to the Borrower (unless an Event prior written request 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); providedTenant, 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 provide Tenant 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 Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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 evidence reasonably satisfactory to the 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 Tenant 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 payment of such Reserve as set forth Taxes was made in such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 Reservetimely fashion. In the event that the Agent has determined Tax Reserve does not contain sufficient funds to establish timely pay any such Taxes, upon Landlord’s written notification thereof, Tenant shall, within five (5) Business Days of such notice, provide funds to Landlord in the amount of such deficiency. Landlord shall pay or change a Reserve pursuant cause to be paid directly to the first sentence of this Section 2.5 applicable taxing authorities any such Taxes then due 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible payable for which there are funds in the definition of “Eligible Account”Tax Reserve; provided, “Eligible Inventory” or “Eligible Unbilled Account”however, or of any then-existing Reserve. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall that in no event grant shall Landlord be obligated to pay any rights such Taxes in excess of the funds held in the Tax Reserve, and Tenant shall remain liable for any and all such Taxes, including fines, penalties, interest or additional costs imposed by any taxing authority (unless incurred as a result of Landlord’s failure to timely pay such Taxes for which it had funds in the Tax Reserve). Tenant shall cooperate fully with Landlord in assuring that such Taxes are timely paid. Landlord may deposit all Tax Reserve funds in accounts insured by any federal or state agency and may commingle such funds with other funds and accounts of Landlord. Interest or other gains from such funds, if any, shall be deemed the sole property of Landlord. Upon an Event of Default, in addition 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)remedies, but Landlord may apply all Tax Reserve funds against any sums due from Tenant to Landlord. Landlord shall solely give to Tenant an annual accounting showing all credits and debits to and from such Tax Reserve funds received from Tenant. At any time that a Tax Reserve is no longer required under this Section 7.01, any Tax Reserve held by Landlord shall promptly be viewed as amounts reserved returned to protect the interests of the Secured Parties hereunder and under the other Loan DocumentsTenant.

Reserves. (a) The Agent initial Reserves as of the Closing Date are those set forth in the Borrowing Base Certificate delivered to Lender on the Closing Date pursuant to Section 4.1. (b) Lender may hereafter establish additional Reserves or change (including by decreasing the amount of) any of the Reserves, Reserves in effect on the Closing Date in the exercise of its Reasonable Credit JudgmentPermitted Discretion; provided that provided, that, such Reserves shall not be established or changed except upon not less than five three (53) Business Days’ prior written notice to the Administrative Borrower (unless an Event of Default exists and is continuing in during which event period Lender shall be available to discuss such notice (which may be oral) may be given at any time prior to proposed additions or changes with the establishment or change and shall not be subject to the five (5) Business Day notice requirementAdministrative Borrower); provided, further, that no such prior notice shall be required (1) if an Event of Default has occurred and is continuing, (2) for any changes to any Reserves resulting solely by virtue of from mathematical calculations of the amount of the Reserves Reserve in accordance with the methodology of calculation previously utilized. The Agent will be available during such period to discuss 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 such proposed Reserve event or change with circumstance occurs that Lender in good faith believes may impair the Borrower and without limiting the right Borrowers’ prospect of payment of all or part of the Agent 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 Borrower 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. During such five Lender in its Permitted Discretion. (5c) 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 2.5 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. 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, (i) a Reserve shall not be established to the extent that such Reserve would be it is duplicative of any specific item excluded as ineligible in the definition definitions of “Eligible Account”Credit Card Receivables, “Eligible Inventory” , Eligible Wholesale Inventory, Eligible Retail Inventory and Eligible Accounts, and (ii) circumstances, conditions, events or “Eligible Unbilled Account”, contingencies existing or arising prior to the Closing Date of any then-existing Reserve. 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. The On the Second Amendment Effective Date, Agent may shall establish Reserves the NHC Tax Reserve. Additionally, Agent may, with at least five Business Days’ prior written notice to Borrower (or, if an Default or change 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 case of leased assets, rents or other amounts payable under such leases) and has failed to pay (b) amounts owing by decreasing any Loan Party to any Person to the amount of) extent secured by a Lien on, trust or deemed trust over, or rights of subrogation to, any of the ReservesCollateral, which Lien, trust or deemed trust, in the exercise Permitted Discretion of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice Agent likely would have a priority superior to the Borrower (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 Borrower and without limiting the right of the Agent 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 Borrower 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 reserve established and under the other Loan Documentscurrently maintained.

Reserves. The (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 the general funds of Agent may establish Reserves and no such sums shall be deemed to be held in trust for the benefit of Borrowers. No interest shall be payable on any funds reserved or change 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 (including by decreasing and all such interest shall be held as part of the reserve). All sums so reserved or escrowed shall be part of the Collateral and shall stand as additional security for all of the Obligations. If Agent at any time determines that the amount ofon deposit in any reserve or escrow is insufficient for its intended purposes, Borrowers shall, within ten (10) days following notice from Agent, deposit such additional sums as may be required by Agent. In the event of any default by Borrowers under the terms of the Reservesthis Agreement or any other Financing Document, Agent may, at its discretion, apply amounts on hand in the exercise reserves or escrows to cure such default. Upon demand of its Reasonable Credit Judgment; provided that such Reserves Agent, Borrowers shall not be established replenish the applicable reserve or changed except upon not less than five (5) Business Days’ notice escrow to restore any sums so applied by Agent. Upon the Borrower (unless occurrence of an Event of Default exists and/or the maturity of any portion of the Obligations, the moneys then remaining on deposit with Agent shall, at Agent’s option, be applied against the Obligations in such order and is continuing in which event such notice manner as Agent may elect or as may otherwise be required under this Agreement. (which may be oralb) may be given at any time prior Prior to the establishment 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 Default hereunder, or change and shall not be subject to any fact, event or circumstance that, with the five (5) Business Day notice requirement); providedpassage of time or the giving of notice, furtheror both, that no such prior notice could result in a Default hereunder, Borrower shall be required for any changes entitled to any Reserves resulting solely by virtue of mathematical calculations request release of the amount of Cash Collateral Reserve, or the Reserves applicable portion thereof, in accordance with the methodology following schedule: (i) following indefeasible repayment of calculation previously utilized. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrower and without limiting the right portion of the Agent Term Loan, Borrowers shall be entitled to establish or change request release of a portion of the Cash Collateral Reserve in an amount equal to such Reserves in the Agent’s Reasonable Credit Judgmentrepayment, the Borrower may take such action as may be required so provided, however, 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any then-existing Reserve. 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. The 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 2.11 (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 (including by decreasing the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment; provided that such . 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 Borrower (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 utilizedBorrowers. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrower and Borrowers and, without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower 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. During such five (5) Business Days’ notice period, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters Agent in the exercise of its Reasonable 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 such noticeJudgment. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 2.5 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. 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 2.11 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible eligibility criteria contained in the definition definitions of “Eligible Account”, “Eligible Merchandise and Consumables Inventory” or “Eligible Unbilled AccountRental Equipment”, and vice versa, or reserves or criteria deducted in computing the Value of any then-existing ReserveEligible Merchandise and Consumables Inventory or Eligible Rental Equipment or the Net Orderly Liquidation Value of Eligible Merchandise and Consumables Inventory or Eligible Rental 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. The Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent may shall have the right from time to time to establish Reserves or change reserves (including by decreasing without limitation reserves with respect to 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) any of the Reserves, in the exercise of its Reasonable Credit Judgment; provided that such all Monetary Reserves and all Non-Monetary Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to subtracted from the Borrower (unless an Event of Default exists Borrowing Base 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 all Monetary Reserves (other than reserves with respect to Hedging Liability) shall be subtracted from the Reserves in accordance with aggregate Revolving Credit Commitments when calculating the methodology amount of calculation previously utilizedavailability under the Revolving Credit. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrower By way of example and without limiting the right not by way of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgmentlimitation, the Administrative Agent may from time to time establish reserves with respect to such matters as (i) amounts owing by any 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 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 Collateral, (ii) an increase in the percentage of the Inventory that is slow-moving, (iii) other matters adversely affecting Administrative Agent’s 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. During such five (5) Business Days’ notice period, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters of Credit in each case solely to the extent that any Eligible Inventory is located at such Revolving Loans locations (including Swingline Loans) or Letters of Credit would cause an Out-Of-Formula Condition to occur after giving effect to 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 establishment or increase of such Reserve as set forth in such notice. The amount of any Reserve established by the Administrative Agent pursuant to the first sentence of this Section 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 will be entitled 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any then-existing Reserve. The establishment of any Reserve reserve with respect to such location regardless of whether any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in Eligible Inventory is located at such reserved amount location) and (v) other sums chargeable to the holder of such obligationBorrowers as Revolving Loans under this Agreement. Notwithstanding the foregoing, charge, liability or debt or the Administrative Agent will not impose any other Person reserves under clause (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect iv) above until 30 days after the interests of the Secured Parties hereunder and under the other Loan DocumentsClosing Date.

Reserves. The Agent Liquidating Trust shall implement the following procedures with respect to the allocation and distribution of cash held in reserve for the benefit of holders of Disputed Claims that may establish Reserves or change become Allowed Claims: (including by decreasing the amount ofi) any of the Reserves, in the exercise of its Reasonable Credit Judgment; provided that such Reserves cash respecting Disputed Claims shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrower (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); provideddistributed, further, that no such prior notice but shall be required for any changes withheld by the Liquidating Trust, in an amount equal to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves in accordance with distributions that would otherwise be made to the methodology holders of calculation previously utilizedsuch claims if such claims had been Allowed Claims; (ii) all holders of Allowed Claims shall be entitled to receive, if available, interim distributions under this Agreement. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower may take such action as 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. During such five (5) Business Days’ notice period, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters holders 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 such notice. The amount of any Reserve Allowed Claims unless adequate reserves are established by the Agent pursuant to the first sentence of this Section 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 payment of Disputed Claims and sufficient funds are also reserved for expected Trust Expenses; (iii) when a Reserve pursuant to the first sentence of this Section 2.5 and the Reserve amount to Disputed Claim becomes an Allowed Claim, there shall 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 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. The Administrative Agent may establish Reserves or change (including by decreasing the amount of) at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except Permitted Discretion upon not less than at least five (5) Business Days’ prior written notice to the Borrower (unless an Event of Default exists and is continuing in Representative, 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 include a reasonably detailed description of mathematical calculations of such Reserve being established or eligibility standard being changed (during which period (a) the amount of the Reserves in accordance with the methodology of calculation previously utilized. The Administrative Agent will be available during such period to shall, if requested, discuss any such proposed Reserve or change with the Borrower Representative and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, (b) the 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 Administrative Agent), establish or increase or decrease any Reserves. During The establishment or change of any Reserve against the Borrowing Base shall be limited to such five Reserves as the Administrative Agent determines in its Permitted Discretion to be necessary (5i) Business Days’ notice periodto reflect items that could reasonably be expected to adversely affect the value of, Borrower 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 not obtain 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 new Revolving Loans 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 Swingline Loanscollection and/or advance rates), (b) 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 such notice. The amount of any such Reserve established by the Agent pursuant to the first sentence of this Section 2.5 (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 the Reserve. In the event that the Agent has determined to establish such Reserve (or change a Reserve pursuant to in Reserve) and (c) no Reserves shall be imposed on the first sentence 5% of this Section 2.5 dilution of Accounts 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 thereafter no dilution Reserve shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible exceed 1% for each incremental whole percentage in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 Documentsdilution over 5%.

Reserves. The (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 establish Reserves or change direct Collateral Agent to use the Debt Service Reserve to: (including by decreasing the amount ofi) any make interest payments in respect of the ReservesLoans, (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 monthly interest payments due under this Agreement, the Borrowers shall be required to replenish funds in the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except Interest Reserve. The failure to replenish the Interest Reserve upon not less than five (5) Business Days’ 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. (unless 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 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 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 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 confirm any liens existing in connection therewith have been released. Upon an Event of Default, Collateral Agent may use funds in the 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 absolute discretion. Should Administrative Agent be required to utilize the Tax Reserve for anything other than payment of the Current Pay Taxes in respect thereof, Borrower shall be required to replenish funds in the 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 Default under this Agreement. Upon indefeasible payment in full in cash of all Current Pay Taxes, funds in the 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 Subsidiaries 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. Without in any way limiting the foregoing, 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 Event of Default exists and is continuing (iii) no funds remain in which event such notice (which may be oral) may be given at any time prior the Debt Service Reserve Account, Collateral Agent shall apply funds in the Cash Management Account to the establishment payment of such Debt Service up to a maximum of Six Hundred Fifty Thousand and 00/100 Dollars ($650,000.00). Any additional shortfall in interest payments after such amount shall be paid out of either cash on hand at the Borrowers or change equity funds provided to the Borrowers. If (A) the Borrowers 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 shall apply funds in the Cash Management Account to such payments as requested by ▇▇▇▇▇▇▇▇. Except as expressly provided above, funds in the Cash Management Account are intended solely to be additional collateral for the Loans and shall not be released to 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 Cash Management Account within five (5) Business Day notice requirement); provideddays after demand therefor by Administrative Agent. Upon the conclusion of a Cash Management Period, further, that no such prior notice all funds on deposit in the Cash Management Account shall be required for promptly released to Holdings. (d) Collateral Agent’s or Administrative Agent’s waiver of, or failure to enforce, any changes conditions to or requirements associated with any Reserves resulting solely by virtue disbursement from a Reserve in any one or more circumstances shall not constitute or imply a waiver of mathematical calculations such conditions or requirements in any other circumstances. (e) All conditions of the amount obligations of the Reserves in accordance with the methodology of calculation previously utilized. The Collateral Agent will be available during such period to discuss any such proposed Reserve or change with the Borrower and without limiting the right of the Administrative Agent to establish or change such Reserves in make disbursements from the Reserve Accounts hereunder are imposed solely and exclusively for the benefit of Collateral Agent’s Reasonable Credit Judgment, Administrative Agent and the Borrower may take such action as Lenders and may be required so that the event, condition freely waived or matter that is the basis for such Reserve no longer exists, modified in a manner and 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 the extent reasonably satisfactory to the 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 Documentsdo so.

Reserves. The reserves in such amounts, and with respect to such matters, as Collateral Agent may establish Reserves shall deem necessary or change appropriate in its reasonable credit judgment exercised in good faith, against the Borrowing Base or Availability, including without limitation with respect to (including 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 decreasing any Loan Party to any Person to the amount ofextent secured by a Lien on, or trust over, any Property of any Loan Party which constitutes Collateral; (v) amounts owing by any of Loan Party in connection with Product Obligations, including, without limitation, the ReservesDerivative Obligations Reserve; (vi) rent for locations at which books, records, or Equipment is stored and 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 Collateral Agent, in the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not reasonable credit judgment exercised in good faith, determines reserves should be established or changed except upon not less than five (5) Business Days’ notice from time to the Borrower (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)hereunder; provided, furtherthat, that no such prior notice notwithstanding the foregoing, Collateral Agent shall be required for not establish any changes Reserves in respect of any matters relating to any Reserves resulting solely by virtue items of mathematical calculations Collateral that have been taken into account in determining Eligible Accounts or Eligible Unbilled Accounts, as applicable. Restricted Subsidiary – Parent and Borrowers, and Subsidiaries 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 Borrower Borrowers, and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower may take such action as may be required so each Subsidiary 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible InventoryUnrestricted Subsidiary” or “Eligible Unbilled Account”, or of any 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 Documentssubsection 9.1.8 hereof hereafter becomes a Restricted Subsidiary.

Reserves. The Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent may establish Reserves or change shall have the right (including by decreasing but not the amount of) any of the Reservesobligation), in the exercise of its Reasonable Credit JudgmentPermitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Senior Payables Lien Reserve, and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided provided, that Administrative Agent shall endeavor to notify Borrowers at or before the time any such Reserves 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 except upon not less than five (5) Business Days’ notice for any Bank Products provided pursuant to the Borrower (unless an Event of Default exists and is continuing in which event such notice (which may be oral) may be given at any time Bank Product Agreement entered into prior to the establishment Closing Date. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Senior Payables Lien Reserve or change other Reserve established by Administrative Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve and shall not be subject duplicative in whole or in part of any other reserve established and currently maintained. Upon establishment or increase in reserves, Administrative Agent agrees 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 make itself available during such period to discuss any such proposed Reserve the reserve or change with the Borrower increase, and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 2.5 shall have a reasonable relationship as determined by the Administrative Agent in the exercise of its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the ReservePermitted Discretion. In no event shall such opportunity limit the event that the right of Administrative Agent has determined to establish or change a such Receivable Reserve, Inventory Reserve, Bank Product Reserve, Senior Payables Lien Reserve pursuant to or other Reserves, unless Administrative Agent shall have determined, in its Permitted Discretion, that 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 Agentevent, then the greater Reserve amount so determined shall apply. Notwithstanding anything herein to the contrarycondition, a Reserve shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”other circumstance, or of any then-existing fact that was the basis for such Receivable Reserve. The establishment of any , Inventory Reserve, Bank Product Reserve, Senior Payables Lien Reserve with respect to any obligation, charge, liability, debt or other Reserves or such change no longer exists 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. The reserves in such amounts, and with respect to such matters, as Collateral Agent may establish Reserves shall deem necessary or change appropriate in its reasonable credit judgment exercised in good faith, against the Borrowing Base or Availability, including without limitation with respect to (including 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 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 decreasing any Loan Party to any Person to the amount ofextent secured by a Lien on, or trust over, any Property of any Loan Party; (vi) amounts owing by any of Loan Party in connection with Product Obligations, including, without limitation, the ReservesDerivative Obligations Reserve; (vii) rent for locations at which 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 the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not reasonable credit judgment exercised in good faith, determines reserves should be established or changed except upon not less than five (5) Business Days’ notice from time to the Borrower (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)hereunder; provided, furtherthat, that no such prior notice notwithstanding the foregoing, Collateral Agent shall be required for not establish any changes Reserves in respect of any matters relating to any Reserves resulting solely by virtue items of mathematical calculations of the amount of the Reserves Collateral that have been taken into account 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 Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgmentdetermining Eligible Accounts, the 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “, Eligible Unbilled Account”Unappraised Finished Goods Inventory, or of any then-existing Reserve. The establishment of any Reserve with respect to any obligationEligible Acquisition Inventory, 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. The Notwithstanding anything to the contrary, the Administrative Agent may establish Reserves or change at any time and from time to time (including by decreasing the amount ofi) any of the Reserves, in the exercise of its Reasonable Credit JudgmentPermitted Discretion, establish and increase or decrease Reserves (other than the Carve-Out Reserve, the amount of which shall be determined in accordance with the DIP Order) and (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 such Reserves that, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall not be established or changed except upon not less than five have provided the Parent Borrower at least three (53) Business Days’ prior written notice to the Borrower (unless an Event of Default exists and is continuing in which event any such notice (which may be oral) may be given at any time prior to the establishment or change and shall not be subject to increase in any Reserve (except for the five (5) Business Day notice requirement); providedCarve-Out Reserve, further, that no such prior notice which shall be required for any adjusted based on changes to any Reserves resulting solely by virtue of mathematical calculations of in the amount of the Reserves in accordance with Carve-Out); and provided further that the methodology Administrative Agent may only establish or increase a Reserve after the Closing Date based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Administrative Agent as of calculation previously utilizedthe 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 increase, and the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower 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 Agent. During such five Administrative Agent in the exercise of (5i) Business Days’ notice period, Borrower may not obtain any new Revolving Loans its Permitted Discretion with respect to a Reserve (including Swingline Loansother than the Carve-Out Reserve) or Letters of Credit and (ii) its sole and absolute discretion with respect to the extent that Carve-Out Reserve. In no event shall such Revolving Loans (including Swingline Loans) notice and opportunity limit the right of the Administrative Agent to establish or Letters of Credit would cause an Out-Of-Formula Condition to occur after giving effect to change such Reserve, unless the establishment or increase of such Reserve as set forth in such notice. The amount of any Reserve established by the Administrative Agent pursuant to the first sentence of this Section 2.5 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 the Reserve. In the event that the Agent such new Reserve or such change no longer exists or 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 otherwise been adequately addressed by the Agent, then the greater Reserve amount so determined shall applyBorrowers. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible duplicate eligibility criteria contained in the definition of “Eligible AccountAccounts.”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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. The Agent and/or any 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; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrower (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; 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 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 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 and/or any Co-Collateral 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 such notice. The amount of any Reserve established by the Agent and/or any Co-Collateral Agent pursuant to the first sentence of this Section 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 has 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition definitions of “Eligible Account”, “Eligible Inventory” , Eligible Fleet Inventory, Eligible Leased Parts Inventory or “the Eligible Unbilled Account”, New Parts Inventory or of any then-existing Reserve, reserves or criteria deducted in computing Cost, market value or Value or the Net Orderly Liquidation Value of any 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. (a) The Administrative Agent may establish Reserves or change (including by decreasing the amount of) 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. The amount of any Reserve established or modified by the Administrative Agent shall have a reasonable relationship to circumstances, conditions, events or contingencies that are the basis for such Reserve, as reasonably determined, without duplication, by the Administrative Agent; provided that such Reserves 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 the basis for any establishment of any Reserves after the Second Restatement Effective Date, unless (x) such circumstances, conditions, events or contingencies shall have changed except upon not less than five in a material respect since the Second Restatement Effective Date or (5y) Business Days’ notice to the Borrower (unless an Event of Default exists and is continuing in which event Administrative Agent has identified, or been made aware of, such notice (which may be oral) may be given at any time circumstances, conditions, events or contingencies prior to the establishment or change Second Restatement Effective Date and shall not advised the Company that a future Reserve may be subject to taken therefor. (b) Upon delivery of such notice, the five (5) Business Day notice requirement); provided, further, that no such prior notice Administrative Agent 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 the proposed Reserve or change with increase, and the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower 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 AgentAdministrative Agent in the exercise of its Permitted Discretion. During In no event shall such five (5) Business Days’ notice periodand opportunity limit the right of the Administrative Agent to establish or change such Reserve, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters of Credit to unless 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 such notice. The amount of any Reserve established by the Administrative Agent pursuant to the first sentence of this Section 2.5 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 the Reserve. In the event that the Agent such new Reserve or such change no longer exists or 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 otherwise been adequately addressed by the Agent, then the greater Reserve amount so determined shall applyCredit Parties. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible duplicate eligibility criteria contained in the definition of “the term "Eligible Accounts", "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 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 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 Unbilled Account”Investment Grade Accounts, or of any then-existing Reserve. The establishment of any Reserve with respect to any obligationas the case may be, 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 Documentsvice versa.

Reserves. The Agent 7.1 With a view to securing so far as may establish Reserves or change (including by decreasing reasonably be practicable that the amount of) any of the Reserves, service charge shall be progressive and cumulative rather than irregular and that tenants in the exercise Building for the time being shall bear a proper part of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice accumulating liabilities which accrue in the future, the Landlord is entitled to the Borrower (unless include, as an Event item 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 service charge for any changes service charge period, an amount which the Landlord reasonably determines is appropriate to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves build up and maintain a reserve fund in accordance with the methodology principles of calculation previously utilized. The Agent will good estate management provided that for the avoidance of doubt the Tenant is only obliged to pay a due proportion (as defined in this Schedule 3, Part 1 (Obligations of the parties) paragraph 3 (Definition of “due proportion”)) subject to the service charge cap and the other provisions of this Schedule (including without limitation this Schedule 3, Part 1 (Obligations of the parties) paragraph 10 (Tenant’s protection provisions)). 7.2 Any reserve fund is to be available during such period established and maintained to discuss 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 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 proposed Reserve or change with the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. 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 such notice. reserve fund. 7.4 The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 Landlord shall not be established 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 extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 relevant account and not to the holder of such obligation, charge, liability Landlord. 7.6 On expiry or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests sooner determination of the Secured Parties hereunder and under Term any sums contributed to the other Loan Documentsreserve fund by the Tenant which have not been expended in accordance with the terms of this Schedule shall be repaid to the Tenant within ten working days of expiry or sooner determination of the Term.

Reserves. The Administrative Agent may establish Reserves or change (including by decreasing the amount of) at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except Permitted Discretion upon not less than at least five (5) Business Days’ (or in the case of mathematical or clerical errors, one Business Day’s) prior written notice to the Borrower (unless an Event of Default exists and is continuing in Borrower, 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 include a reasonably detailed description of the amount of Availability Reserve being established (during which period (a) the Reserves in accordance with the methodology of calculation previously utilized. The Administrative Agent will be available during such period to shall, if requested, discuss any such proposed Availability Reserve or change with the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, (b) the 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. During 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 five circumstances, conditions, events or contingencies have changed in any material adverse respect since the Closing Date. Notwithstanding any other provision of this Agreement to the contrary, (5a) Business Days’ notice period, Borrower may not obtain in no event shall any new Revolving Loans 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 Swingline Loanscollection and/or advance rates) or Letters of Credit to and (b) 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 such notice. 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 the first sentence of this Section 2.5 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. In the event that the Agent has determined to establish such Availability Reserve 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 Documentschange.

Reserves. The 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 the Term Agent regarding the amount or computation of any Reserves that are permitted to 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 establish 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 change (including by decreasing determine the amount of) 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 Reservesdate 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 the Obligors agrees that the ABL Agent shall be 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 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 exercise ABL Agent shall be entitled to rely solely on the calculation of its Reasonable 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 Judgment; provided that such Reserves Agent shall not be established or changed except upon not less than five (5) Business Days’ notice have a reasonable period of time to implement any adjustments to the Borrower (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 Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. 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 Second Lien Deficiency Reserve as set forth in such Borrowing Base Certificate or such Second Lien Deficiency Reserve Correction Notice, as the 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 (ii) when the Second Lien Deficiency Reserve is reported in a Second Lien Deficiency Reserve Correction Notice, adjustments to the Second Lien Deficiency Reserve will be implemented with reasonable promptness (and, in any event, within three (3) Business Day) after the receipt of such notice). The Each of the Term Loan Claimholders and the Obligors agrees that 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 in the Second Lien Deficiency Reserve Correction Notice delivered by the Term Agent, as the case may be. Each of the 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 any the Second Lien Deficiency Reserve, the ABL Claimholders shall be entitled to rely solely on the calculation of the Second Lien Deficiency Reserve established by the Agent pursuant to the first sentence of this Section 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 Term Loan Claimholders 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any then-existing Reserve. 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. The Notwithstanding anything to the contrary, the Administrative Agent may establish Reserves or change (including by decreasing the amount of) 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 such Reserves the Administrative Agent shall not be established or changed except upon not less than 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, condition or other circumstance arising after the date hereof or based on facts not known to the Borrower (unless an Event Administrative Agent as of Default exists and is continuing in which event such notice (which may be oral) may be given at the date hereof. The amount of any time prior Reserve established by the Administrative Agent shall have a reasonable relationship to the establishment event, condition, other circumstance or change and shall not be subject to new fact that is the five (5) Business Day notice requirement); providedbasis for the Reserve. Upon delivery of such notice, further, that no such prior notice the Administrative Agent 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 the proposed Reserve or change with increase, and the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower 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 AgentAdministrative Agent in the exercise of its Permitted Discretion. During In no event shall such five (5) Business Days’ notice periodand opportunity limit the right of the Administrative Agent to establish or change such Reserve, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters of Credit to unless 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 such notice. The amount of any Reserve established by the Administrative Agent pursuant to the first sentence of this Section 2.5 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 the Reserve. In the event that the Agent such new Reserve or such change no longer exists or 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 otherwise been adequately addressed by the Agent, then the greater Reserve amount so determined shall applyBorrowers. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible duplicate eligibility criteria contained in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”Accounts” and vice versa, or reserves or criteria deducted in computing the Net Orderly Liquidation Value of any 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 Eligible Inventory and under the other Loan Documentsvice versa.

Reserves. The Agent may may, with 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 Reserves and maintain reserves that Agent deems necessary or change 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 case of leased assets, rents or other amounts payable under such leases) and has failed to pay and (b) amounts owing by decreasing any Loan Party to any Person to the amount of) extent secured by a Lien on, trust or deemed trust over, or rights of subrogation to, any of the ReservesCollateral, which Lien, trust or deemed trust, in the exercise Permitted Discretion of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice Agent likely would have a priority superior to the Borrower (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 Borrower and without limiting the right of the Agent 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 Borrower 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 reserve established and under the other Loan Documentscurrently maintained.

Reserves. The Anything to the contrary in this Section 2.1 notwithstanding, the Agent may establish Reserves or change (including by decreasing i) reduce the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except advance rates based upon not less than five (5) Business Days’ notice to the Borrower (unless Eligible Accounts and Eligible Inventory without declaring an Event of Default exists if it determines in its reasonable business judgment that there has occurred a Material Adverse Change; and is continuing (ii) establish reserves (including Inventory Reserves) against the Borrowing Base in which event such notice amounts as Agent in its reasonable judgment (which may be oralfrom the perspective of an asset-based lender) may be given at shall deem necessary or appropriate, including reserves on account of (y) sums that Borrowers are required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay under any time prior section of this Agreement or any other Loan Document and (z) without duplication of the foregoing, amounts owing by Borrowers to any Person to the establishment extent secured by a Lien on, or change and shall not trust over, any of the Collateral, which Lien or trust, in the reasonable determination of Agent (from the perspective of an asset-based lender), would be subject likely to have a priority superior to the five Liens of Agent (5such as landlord liens, ad valorem taxes, or sales taxes where given priority under applicable law) Business Day notice requirementin and to such item of the 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, and at the request of the agent under the L/C Demand Facility will, establish reserves against the Borrowing Base in an amount up to the undrawn and unreimbursed amount of all L/C Demand Facility Letters of Credit then outstanding under the L/C Demand Facility; provided, furtherhowever, that no the Agent shall not establish such prior notice shall be required reserves if and to the extent that the Borrowers have provided cash collateral or other security for any changes to any Reserves resulting solely by virtue such L/C Demand Facility Letters of mathematical calculations of the amount of the Reserves Credit in accordance with the methodology terms and conditions of calculation previously utilized. The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrower and without limiting the right Section 2.6 of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. During such five (5) Business Days’ notice period, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters L/C Demand Facility Letter 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 DocumentsAgreement.

Reserves. The Agent In addition to any reserves for specific line items that are already established in the Budget, Administrative Agent, on behalf of the Lenders, may establish Reserves or change (including by decreasing the amount of) any and 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 approval shall not be unreasonably withheld, in the exercise of its Reasonable Credit Judgment; provided that such conditioned or delayed), amounts set aside as Reserves shall not be established available for disbursement to Borrower for any purpose other than payment of the item or changed except group of items for which the Reserve was established. Based upon not less than five (5) Business Days’ the facts then available to Administrative Agent, Administrative Agent may adjust and reallocate the amount of any Reserve from time to time upon delivery of prior written notice to the Borrower (unless an Event of Default exists and is continuing in Borrower. Items for which event such notice (which Reserves may be oral) may be given at any time prior to the establishment or change and established shall include, but not be subject 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 the five be furnished by Borrower hereunder, (5v) Business Day notice requirement); providedleasing commissions and tenant improvements, furtherif applicable, that no such prior notice shall be required for any changes to any Reserves resulting solely by virtue of mathematical calculations and (vi) contingencies. The reasonable determination of the amount of the Reserves by Administrative Agent from time to time, and the reasonable estimates made by Administrative Agent from time to time in accordance with the methodology of calculation previously utilized. The Agent will connection therewith, shall be available during such period to discuss any such proposed Reserve or change with the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower may take such action as may be required so controlling; provided 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. 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 calculations of such Reserve as set forth in such noticedeterminations and estimates shall be provided to Borrower upon request therefor. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 Interest shall not be established to accrue on the extent Reserves until same are disbursed. Provided that such Reserve would be duplicative no Unmatured Default or Event of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 Default has occurred and is continuing under this 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. The Additionally, Agent may establish Reserves or change (including by decreasing the amount of) any of the Reservesmay, in the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except upon not less than with at least five (5) Business Days’ prior written notice to the Borrower (unless or, if an Default or Event of Default exists 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 Borrower is continuing required to pay under any Section of this Agreement or any other Loan Document (such as Taxes, assessments, insurance premiums, or, in which event the case of leased assets, rents or other amounts payable under such notice leases) and has failed to pay (which may be oralb) may be given at amounts owing by any time prior Borrower to any Person to the establishment extent secured by a Lien on, trust or change and shall not be subject to the five (5) Business Day notice requirement); provideddeemed trust over, furtheror rights of subrogation to, that no such prior notice shall be required for any changes to any Reserves resulting solely by virtue of mathematical calculations of the amount Collateral, which Lien, trust or deemed trust, in the Permitted Discretion of the Reserves in accordance with the methodology of calculation previously utilized. The Agent will be available during such period likely would have a priority superior to discuss any such proposed Reserve or change with the Borrower and without limiting the right of the Agent 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 Borrower or in respect of which any Borrower 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 are collectively, the Borrower 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. 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 such notice. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 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 to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any 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 reserve established and under the other Loan Documentscurrently maintained.

Reserves. (a) The Administrative Agent may establish Reserves or change (including by decreasing the amount of) 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. The amount of any Reserve established or modified by the Administrative Agent shall have a reasonable relationship to circumstances, conditions, events or contingencies that are the basis for such Reserve, as reasonably determined, without duplication, by the Administrative Agent; provided that such Reserves 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 the basis for any establishment of any Reserves after the Second Restatement Effective Date, unless (x) such circumstances, conditions, events or contingencies shall have changed except upon not less than five in a material respect since the Second Restatement Effective Date or (5y) Business Days’ notice to the Borrower (unless an Event of Default exists and is continuing in which event Administrative Agent has identified, or been made aware of, such notice (which may be oral) may be given at any time circumstances, conditions, events or contingencies prior to the establishment or change Second Restatement Effective Date and shall not advised the Company that a future Reserve may be subject to taken therefor. (b) Upon delivery of such notice, the five (5) Business Day notice requirement); provided, further, that no such prior notice Administrative Agent 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 the proposed Reserve or change with increase, and the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower 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 AgentAdministrative Agent in the exercise of its Permitted Discretion. During In no event shall such five (5) Business Days’ notice periodand opportunity limit the right of the Administrative Agent to establish or change such Reserve, Borrower may not obtain any new Revolving Loans (including Swingline Loans) or Letters of Credit to unless 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 such notice. The amount of any Reserve established by the Administrative Agent pursuant to the first sentence of this Section 2.5 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 the Reserve. In the event that the Agent such new Reserve or such change no longer exists or 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 otherwise been adequately addressed by the Agent, then the greater Reserve amount so determined shall applyCredit Parties. Notwithstanding anything herein to the contrary, a Reserve Reserves shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible duplicate eligibility criteria contained in the definition of “the term "Eligible Accounts", "Eligible Equipment", "Eligible Fee-Owned Real Estate", "Eligible In-Transit Inventory", "Eligible Insured and Letter of Credit Backed Account", "Eligible Inventory" or "Eligible 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 Account”, “Eligible Equipment, Eligible Fee-Owned Real Estate, Eligible In-Transit Inventory” , Eligible Insured and Letter of Credit Backed Account, Eligible Inventory or “Eligible Unbilled Account”Investment Grade Accounts, or of any then-existing Reserve. The establishment of any Reserve with respect to any obligationas the case may be, 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 Documentsvice versa.

Reserves. The Administrative Agent may establish Reserves or change (including by decreasing the amount of) at any of the Reserves, time and from time to time in the exercise of its Reasonable Credit Judgment; provided that such Reserves shall not be established or changed except Permitted Discretion upon not less than five three (53) Business Days’ prior written notice to the Borrower (unless an Event of Default exists and is continuing in Parent Borrower, 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 include a reasonably detailed description of mathematical calculations of such Reserve being established (during which period (x) the amount of the Reserves in accordance with the methodology of calculation previously utilized. The Administrative Agent will be available during such period to shall, if requested, discuss any such proposed Reserve or change with the Parent Borrower and without limiting (y) the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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 Administrative Agent), establish and increase or decrease Reserves, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria in the definitions of “Eligible Accounts,” “Eligible Billed Accounts” or “Eligible Unbilled Time & Material Accounts,” in accordance with the terms hereof. During such five (5) Business Days’ notice period, Borrower may not obtain Notwithstanding any new Revolving Loans (including Swingline Loans) or Letters other provision of Credit this Agreement 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 contrary, the establishment or increase of any Reserves shall be limited to such Reserve Reserves as set forth the Administrative Agent determines, in such notice. The amount of any Reserve established by 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 liabilities that the Administrative Agent pursuant 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 risks that differ materially from facts or events occurring and known to the first sentence Administrative Agent on the Closing Date and which directly and adversely affect any component of this Section 2.5 shall have a reasonable relationship as determined by the Agent Borrowing Base in its Reasonable Credit Judgment any material respect; provided that events, conditions, contingencies or risks existing or arising prior to the eventClosing Date and, condition in each case, disclosed to the Administrative Agent during any field examination or other matter that is appraisal in connection herewith prior to the Closing Date shall not be the basis for any establishment of any Reserves after the Reserve. In Closing Date, unless such events, conditions, contingencies or risks shall have changed in a material respect since the event that Closing Date, and (iv) changes after the Agent has determined Closing Date to establish or change a Reserve pursuant reflect changes known to the first sentence 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 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 Agreement to the contrary, a Reserve (A) in no event shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any then-existing Reserve. The establishment of any Reserve 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. The Agent may may, from time to time establish Reserves 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 change 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 decreasing the amount ofor 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 ReservesCollateral, (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 exercise Borrower) make the establishment or revision of its Reasonable Credit Judgment; provided that such a Reserve prudent. Reserves shall not be established as and to the extent already addressed by “eligibility” or changed except upon 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 thereto; provided the imposition of any such reserves or change in a reserve after the Closing Date shall not less than five be effective until one (51) Business Days’ Day after notice thereof (which shall be in writing) to the Borrower Representative unless (unless i) an Event of Default exists has occurred, Agent has provided notice thereof, and such Event of Default is continuing in which event such notice continuing, (which may be oralii) may be given at any time prior to the establishment reserve or change and shall not be subject 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 five Borrowing Base and/or (5iii) Business Day notice requirement); provided, further, that no such prior notice shall be required for any the changes to any Reserves resulting such reserve results solely by virtue of from mathematical calculations of the amount of the Reserves such reserve in accordance with the methodology of calculation previously utilized. The Agent will utilized (in the case of each of which such reserve or change in reserve shall be available effective immediately); provided, further that during such period to discuss any such proposed Reserve or change with the Borrower and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the 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. During such five one (51) Business Days’ Day notice period, Borrower may not obtain Lenders shall have no obligations to fund any new Revolving Loans (including Swingline Loans) Loan or Letters cause to be issued any Letter 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 that, after giving pro forma effect to the establishment or increase making of such Reserve as set forth Loan or issuance of such Letter of Credit and to the establishment of any such new reserve or change in such noticereserve, the Loan Limits would be exceeded. The amount of any Reserve established by Notwithstanding the foregoing, the Agent pursuant to the first sentence of this Section 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 agrees it shall not be established permitted to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible Account”, “Eligible Inventory” or “Eligible Unbilled Account”, or of any then-existing Reserve. 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”.