Section # Reserves; Changes to Reserves 10199

“Real Property Reserves” means such reserves as the Agent from time to time determines in its Permitted Discretion as being appropriate to reflect the impediments to Agent’s ability to realize upon any Eligible Real Property. Without limiting the generality of the foregoing, Real Property Reserves may include (but are not limited to) # Environmental Compliance Reserves, # reserves for # municipal

“Reserves” means # the Specified Pari Cash Management Services Reserves, # the Specified Pari Hedge Reserves, # the Rent Reserve, # the Dilution Reserve and # without duplication (including with respect to any items that are otherwise addressed through eligibility criteria), any and all other reserves that the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including reserves for accrued and unpaid interest on the Obligations, contingent liabilities of any Credit Party, reserves for uninsured losses of any Credit Party, reserves to cover any Prior Claims, reserves for political risks or other risks (including risks of natural disasters) in respect of jurisdictions of customer locations, reserves for warehousemen’s and other bailee’s charges (except, in the case of any warehouseman or other bailees having possession of any Inventory, if such warehouseman or other bailee shall have delivered to the Administrative Agent an executed Collateral Access Agreement pursuant to which, among other things, it shall have waived or subordinated, in a manner reasonably satisfactory to the Administrative Agent, any rights and claims it has to such Inventory for any service charges or other amounts payable to it), reserves for freight charges, reserves for changes in the determination of the saleability or realization values of Inventory, reserves for uninsured, underinsured, unindemnified or underindemnified liabilities or potential liabilities with respect to any litigation, reserves for export or import restrictions and reserves for Taxes, fees, assessments and other governmental charges) with respect to any Collateral, any Account Debtor or any Credit Party.

Reserves (without duplication of any Reserves established in respect of the Tranche A Borrowing Base).

“Statutory Basis Reserves” shall mean, as of any date of determination the statutory reserves of the [[Receiver:Organization]] in respect of the Reinsured Policies, excluding cash flow testing reserves and asset adequacy testing reserves, as determined by the [[Receiver:Organization]] in accordance with [[Receiver:Organization]] SAP, including future changes to the calculation of statutory reserves resulting from changes in applicable Law, calculated on a gross basis and without giving effect to the reinsurance provided hereunder.

“Funds Withheld Reserves” shall mean an amount equal to the Quota Share of the Statutory Basis Reserves.

“Ceded Reserves” shall mean an amount equal to the applicable Quota Share of the Statutory Basis Reserves.

the then amount of all Availability Reserves (without duplication of Availability Reserves in effect under the Borrowing Base).

a “distribution” or “dividend” includes any distribution of profits (winstuitkering) or the distribution of reserves (uitkering uit reserves);

“Availability Reserves” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent, from time to time determines in its reasonable commercial discretion exercised in good faith as being appropriate # to reflect any impediments to the realization upon the Collateral subject to the Borrowing Base (including, without limitation, claims that the Administrative Agent determines will need to be satisfied in connection with the realization upon such Collateral), and # to reflect any restrictions in any Additional Permitted Debt Documents on the incurrence of Indebtedness by the Loan Parties, but only to the extent that such restrictions reduce, or with the passage of time could reduce, the amounts available to be borrowed hereunder (including, without limitation as a result of the Loan Parties’ receipt of net proceeds from asset sales) in order for the Loan Parties to comply with such Additional Permitted Debt Documents. Availability Reserves shall include, without limitation, the Priority Payable Reserves, Bank Product Reserves, the Cash Management Reserves, Tax Stamp Reserves, and Inventory Reserves.