Common use of Borrowing Base Certificates Clause in Contracts

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agent. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.

Borrowing Base Certificates. (a) By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day)month, Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and with such weekly updates as the Administrative Agent may request; provided that during any a Trigger Period Borrowers shall also (Reporting), Borrower Agent shall, by the fourth Business Day of each week, deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day business of the preceding previous week; provided, howeverfurther, that in no event shall ineligibles be required to be delivered more frequently than on a monthly basis (except upon the occurrence and during any period when the continuance of an Event of Default existsDefault, Borrowers shall deliver in which case reporting may be required more frequently than on a Borrowing Base Certificate as frequently as shall be requested by Agentmonthly basis). All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers Borrower Agent and certified by a Senior OfficerResponsible Officer of Borrower Agent, provided that the Administrative Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting CollateralCollateral (a determination to be made by the Administrative Agent in its Permitted Discretion); and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. (b) Within 20 days after the end of each calendar month, but Borrowers shall have delivered to the Administrative Agent, in each case without duplication of form and detail satisfactory to the Administrative Agent and the Required Lenders, (i) factors taken into consideration in determining eligibility a listing of each Borrower’s trade payables, specifying the relevant Accountstrade creditor and balance due, Inventorya detailed listing of each Borrower’s accrued payables, Trucks a detailed trade payable aging and Machinery a listing of each Borrower’s outstanding checks; and (ii) factors taken into consideration a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name, amount, invoice date and due date. (c) Within 20 days after the end of each fiscal quarter, a certificate substantially in determining the form attached as Exhibit L, executed by the chief financial officer of Pacer setting forth the Average Quarterly Availability Reservefor such fiscal quarter and information reasonably satisfactory to Administrative Agent supporting the information set forth in such certificate.

Borrowing Base Certificates. By the 20th 15th day of the month following the end of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Fiscal Quarter Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous monthjust ended Fiscal Quarter or, and during after an Event of Default, at such other times as Agent may request; provided, that, at any Trigger Period time Borrowings are outstanding, Agent may require, upon prior notice to Borrower Agent, that Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) by the 15th day of each month following the end of the prior month a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of business for the last day of the preceding weekmonth just ended; provided, howeverfurther, that that, during any period when an Event of Default existsReporting Trigger Period, Borrowers shall deliver to Agent by the third Business Day of each week following the end of the prior week a Borrowing Base Certificate prepared as frequently as shall be requested by Agentof the close of business for the week just ended. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers Borrower Agent and certified by a Senior Officer, ; provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), Discretion review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve; provided, but in each case without duplication of (i) factors taken into consideration in determining eligibility of further that, if Agent shall make any such adjustment to any such calculation Agent shall provide Borrower Agent with a statement setting forth the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reservebasis for such adjustment.

Borrowing Base Certificates. By The Borrower shall deliver to (x) the 20th day Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to the 15th Business Day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business on the last day of the previous month, fiscal month or after the occurrence and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) the continuance of a Borrowing Base Certificate Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on a weekly basis, and in no event later than the 5th day or prior to Thursday of each week, every week prepared as of the close of the last day business on Saturday of the preceding previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; providedprovided that, howeverat any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, that the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during any period when an Event the continuance of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by AgentReporting Trigger Period for a minimum period of at least four (4) consecutive weeks. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers the Borrower and certified by a Senior OfficerFinancial Officer of the Borrower, provided that the Administrative Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, but the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case without duplication of (i) factors taken into consideration in determining eligibility be deemed to satisfy the obligation of the relevant AccountsBorrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, Inventoryfor the avoidance of doubt, Trucks to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and Machinery and (ii) factors taken into consideration in determining delivered to the Availability ReserveAdministrative Agent.

Borrowing Base Certificates. By On the 20th Closing Date and on or before the twentieth day of each month (or on as of the succeeding Business Day, if close of the applicable day is not a Business Dayprevious month), Borrowers the Lead Borrower shall deliver to the Administrative Agent, and to the Collateral Agent upon its request, (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and during any Trigger Period Borrowers shall also deliver to at such other times as the Administrative Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and may request in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agentits reasonable discretion. All calculations of Availability in connection with any Borrowing Base Certificate originally shall originally be made by Borrowers the Lead Borrower and certified by a Senior Officer, Responsible Officer to the Administrative Agent and the Lenders; provided that the Administrative Agent may from time shall have the right to time review andand adjust, in the exercise of its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (ai) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in of the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; Collateral described therein and (cii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the Availability amount of the applicable Reserve. In no event shall (a) the U.S. Borrowing Base on any date be deemed to exceed the amount of the U.S. Borrowing Base or (b) the Canadian Borrowing Base on any date be deemed to exceed the amount of the Canadian Borrowing Base, but in each case without duplication shown on the Borrowing Base Certificate last received by the Administrative Agent prior to such date, as such Borrowing Base Certificate may be adjusted from time to time by the Administrative Agent as herein authorized; provided, further, when Availability is less than the greater of (i) factors taken into consideration in determining eligibility 12.5% of the relevant Accounts, Inventory, Trucks and Machinery Line Cap and (ii) factors taken into consideration $75,000,000, in determining each case for 5 consecutive Business Days, then the Availability ReserveBorrowing Base Certificate will be required to be delivered on each Wednesday of such month (beginning with the Wednesday occurring during the first full calendar week of such month), the Lead Borrower shall deliver to the Administrative Agent, and to the Collateral Agent upon its request, a Borrowing Base Certificate, updated as of the close of business on the last Business Day of the immediately preceding calendar week (it being understood that inventory amounts shown in such Borrowing Base Certificate will be based on the inventory amount for the most recently ended month) unless the Collateral Agent otherwise agrees (or if Wednesday is not a Business Day, on the next succeeding Business Day); provided, further, with respect to calculation of clause (b) of each of the definitions of “Canadian Borrowing Base” and “U.S. Borrowing Base,” the Lead Borrower shall only be required to provide in the Borrowing Base Certificates the calculation of subclause (x) thereof for the last month of each fiscal quarter, but if at any time when subclause (x) is calculated it becomes the operative prong, then both subclauses (x) and (y) must be calculated on a monthly basis until subclause (y) becomes the operative prong for 3 consecutive months. Upon any sale or other disposition of any Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, Lead Borrower shall deliver to the Administrative Agent an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers Each Borrower shall deliver to the Administrative Agent and each Co-Collateral Agent (and the Administrative Agent shall promptly deliver same to the Canadian Agent and the Lenders) on each Business Day, a Borrowing Base Certificate prepared setting forth the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables and Eligible Private Label and Corporate Accounts weekly as at the end of the close of business of the previous monthweek most recently ended, and during any Trigger Period Borrowers shall also deliver such reporting to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event be updated not later than the 5th day Wednesday of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agent. All calculations of Availability in any US Revolver Excess Availability, Canadian Revolver Excess Availability, Revolver Excess Availability, Aggregate Revolver Excess Availability, the Term Loan Borrowing Base Certificate Capacity and Loan to Value Reserve shall originally be made by the Borrowers and certified by a Senior Officer, Officer (with such certification to be in such Person’s capacity as a Senior Officer of a Loan Party and not in such Person’s individual capacity); provided that the Administrative Agent and each Co-Collateral Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any CollateralCollateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be, due to collections received in the Dominion Account Concentration Accounts or otherwiseto reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting CollateralCollateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability ReserveReserves. Each Borrowing Base Certificate delivered by the Borrowers shall be accompanied by a certificate, but in form and substance satisfactory to the Administrative Agent and the Co-Collateral Agents and certified by a Senior Officer, as to the balances of each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability ReserveDeposit Account.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers Obligors shall deliver to Agent (and Agent shall promptly deliver same to Lenders) (i) by the fifteenth (15th) day of each calendar month, and at such other times as Agent may request, a Borrowing Base Certificate prepared setting forth the amounts of Accounts, Inventory, Eligible Accounts, Eligible Inventory, the Accounts Formula Amount, the Inventory Formula Amount, the status of Priority Payables, the Availability Reserve, the Revolver Borrowing Base, the FILO Borrowing Base, the Revolver Exposure, the FILO Exposure and Availability as of the close of business of the previous monthmost recently ended Fiscal Month, and during (ii) at any time Availability falls below the Reporting Frequency Increase Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basisAmount, and in no event later than the 5th day by Wednesday of each week, prepared an updated Borrowing Base Certificate (which updated Borrowing Base Certificate shall include updated calculations of the Revolver Borrowing Base, FILO Borrowing Base, Availability and the status of Priority Payables as of the close end of the most recently ended week based solely upon sales, collections and Loan activity since the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver Fiscal Month for which a monthly Borrowing Base Certificate as frequently as shall be requested by Agenthave been prepared). All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers Obligors and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; or (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent Agent believes that the calculation is was not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.

Borrowing Base Certificates. By the 20th 15th day of the month following the end of each month (or on the succeeding Business Day, if the applicable day is not a Business Day)calendar month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous monthjust ended calendar month or, and after an Event of Default, at such other times as Agent may request; provided, that during any Trigger Period (Reporting), Borrowers shall also deliver to Agent by the third (and Agent shall promptly deliver same to Lenders3rd) Business Day of each week following the end of the prior week a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of business for the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agentweek just ended. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers Borrower Agent and certified by a Senior Officer, ; provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), Discretion review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve; provided, but in each case without duplication of (i) factors taken into consideration in determining eligibility further that, if Agent shall make any such adjustment to any such calculation Agent shall provide Borrower Agent with a statement setting forth the basis for such adjustment. Concurrently with any transaction that is outside of the relevant AccountsOrdinary Course of Business and would cause 5% or more of the assets reflected in the then-current Borrowing Base to become ineligible, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.Borrower Agent shall deliver to Agent a new Borrowing Base Certificate giving effect to such transaction. 8.2

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers Borrower shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agent. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.

Borrowing Base Certificates. (a) By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day)month, Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and during with such weekly updates as the Administrative Agent may request; provided that if at any Trigger Period Borrowers shall also time Availability is less than $15,000,000, Borrower Agent shall, by the fourth Business Day of each week, deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day business of the preceding weekprevious week and shall continue to so deliver weekly Borrowing Base Certificates until such time that daily Availability shall have been greater than or equal to $15,000,000 for 45 consecutive calendar days, in which case Borrower Agent shall deliver monthly Borrowing Base Certificates consistent with the timing and manner of delivery for monthly Borrowing Base Certificates contemplated by this Section 8.01(a) (but only for so long as Availability is not, at any time after such 45 consecutive calendar days, less than $15,000,000); provided, howeverfurther, that during any period when an Event of Default exists, Borrowers in no event shall deliver ineligibles be required to be delivered more frequently than on a Borrowing Base Certificate as frequently as shall be requested by Agentmonthly basis. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers Borrower Agent and certified by a Senior OfficerResponsible Officer of Borrower Agent, provided that the Administrative Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting CollateralCollateral (a determination to be made by the Administrative Agent in its reasonable discretion); and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. (b) Within 20 days after the end of each calendar month, but Borrowers shall have delivered to the Administrative Agent, in each case without duplication of form and detail satisfactory to the Administrative Agent and the Required Lenders, (i) factors taken into consideration in determining eligibility a listing of each Borrower’s trade payables, specifying the relevant Accountstrade creditor and balance due, Inventorya detailed listing of each Borrower’s accrued payables, Trucks a detailed trade payable aging and Machinery a listing of each Borrower’s outstanding checks; and (ii) factors taken into consideration a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name, amount, invoice date and due date. (c) For so long as any Account of Pacer Transport Inc. constitutes an Eligible Account, weekly, on the fourth Business Day of each week (or such later date as may be agreed by the Administrative Agent in determining its sole discretion), the Availability ReserveBorrowers shall have delivered to the Administrative Agent, in form and detail satisfactory to the Administrative Agent and the Required Lenders, an updated listing of Accounts of Pacer Transport Inc. (and, for the avoidance of doubt, the Administrative Agent may adjust the calculations in the most recently delivered Borrowing Base Certificate in order to account for each such Account that had constituted an Eligible Accounts in the most recently delivered Borrowing Base Certificate but that is no longer an Eligible Account on account of payments received in the Dominion Account or otherwise).

Borrowing Base Certificates. By the 20th 15th day of the month following the end of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Fiscal Quarter Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous monthjust ended Fiscal Quarter or, and during after an Event of Default, at such other times as Agent may request; provided, that at any Trigger Period time Borrowings are outstanding, Agent may require, upon prior notice to Borrower Agent, that Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) by the 15th day of each month following the end of the prior month a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of business for the last day of the preceding weekmonth just ended; provided, howeverfurther, that that, during any period when an Event of Default existsReporting Trigger Period, Borrowers shall deliver to Agent by the third Business Day of each week following the end of the prior week a Borrowing Base Certificate prepared as frequently as shall be requested by Agentof the close of business for the week just ended. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers Borrower Agent and certified by a Senior Officer, ; provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), Discretion review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors (but excluding Dilution, Shrink or other components of the Availability Reserve) affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve; provided, but in each case without duplication of (i) factors taken into consideration in determining eligibility of further that, if Agent shall make any such adjustment to any such calculation Agent shall provide Borrower Agent with a statement setting forth the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reservebasis for such adjustment.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), The Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a quarterly Borrowing Base Certificate Certificates within 20 days of the fiscal quarter then ended prepared as of the close of business on the last Business Day of the previous monthfiscal quarter (provided that (1) during a Monthly Reporting Period, and during any Trigger Period the Borrowers shall also deliver to the Administrative Agent (and Agent shall promptly deliver same to Lenders) a monthly Borrowing Base Certificate on a weekly basis, and in no event later than Certificates by the 5th 20th day of each week, month prepared as of the close of business on the last day Business Day of the preceding week; providedprevious month or (2) a Liquidity Event shall have occurred and be continuing, however, that during any period when an Event of Default exists, the Borrowers shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate as frequently as shall will be requested by Agentbased on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrowers and certified by a Senior Responsible Officer, provided that the Administrative Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending June 30, but in each case without duplication of 2012), the Borrowers shall deliver (i) factors taken into consideration in determining eligibility to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of the relevant AccountsAverage Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining updates, if any, to Schedule O to the Availability ReserveCollateral Questionnaire to reflect all locations of Inventory at the end of the fiscal quarter then ended.”

Borrowing Base Certificates. By For so long as the 20th Excess Availability Conditions are satisfied Borrowers shall deliver to the Collateral Agent (and the Collateral Agent shall, on request from a Lender, promptly deliver to such Lender) a Borrowing Base Certificate as of the 18th day and the last Business Day of each month month, in each case for the semi-monthly period ending not more than two (or on 2) Business Days earlier. At any date after the succeeding Business Day, if Excess Availability Conditions are not satisfied (and thereafter until the applicable day is not a Business DayReinstatement Conditions are satisfied), Borrowers shall deliver to the Collateral Agent (and the Collateral Agent shall shall, on request from a Lender, promptly deliver same to Lenderssuch Lender) a Borrowing Base Certificate prepared weekly as of each Wednesday (or the close of business next Business Day) in respect of the previous monthprior week, and during any Trigger Period Borrowers or at such more frequent intervals as the Collateral Agent may request (provided that, notwithstanding the foregoing, certain items as noted in Schedule IV, shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate only be updated on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agent). All calculations of Availability in connection with any Borrowing Base Certificate shall originally be made by the Borrowers and certified by a Senior OfficerResponsible Officer to the Agents, provided that Agent may from time the Agents shall have the right to time review andand adjust, in its Permitted Discretionthe exercise of their credit judgment, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (ai) to reflect its their reasonable estimate of declines in value of any Collateral, due to collections received in of the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; Collateral described therein and (cii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication amount of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve. No less frequently than bi-weekly, a Borrowing Base Certificate shall indicate, without limitation, the Account Debtors of a Borrower who are also creditors of Mapco and the availability on any applicable date of Mapco under its working capital credit facility for purposes of the Agents' determination of the applicability and extent of the Mapco Reserve. (o) By deleting Section 5.18 in its entirety. (p) By amending and restating Section 5.19 as follows:

Borrowing Base Certificates. By the 20th 15th day of each month (or on the succeeding Business Daymonth, if the applicable day is not a Business Day), Borrowers Borrower Agent shall deliver to Agent (and Agent shall promptly deliver same to Lenders) Lender a Borrowing Base Certificate prepared as of the close of business of the previous month; provided that, and in addition to such monthly Borrowing Base Certificate, (a) during any Trigger Period Borrowers Xxxxx 0 Xxxxxxxxx Xxxxxxx Period, Borrower Agent shall also deliver to Agent Lender a Borrowing Base Certificate on a semi-monthly basis, and in no event no later than the (i) 15th day of each calendar month, prepared as of the close of business of the previous calendar month and (ii) by the last Business Day of each calendar month, prepared as of the close of business on the last day of the second full week of each calendar month, and (b) during any Xxxxx 0 Xxxxxxxxx Xxxxxxx Period, Borrower Agent shall promptly also deliver same to Lenders) Lender a Borrowing Base Certificate on a weekly basis, and in no event no later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers Borrower Agent shall deliver a Borrowing Base Certificate as frequently as shall be requested by AgentLender. All calculations of the LC Obligations and Excess Availability in any Borrowing Base Certificate shall originally be made by Borrowers Borrower and certified by a Senior Officer, provided that Agent that, Lender may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.

Borrowing Base Certificates. By (i) the 20th fifteenth (15th) day of each month calendar month, or (ii) during an Accelerated Reporting Trigger Event or the continuance of an Event of Default, on the succeeding third (3rd) Business DayDay of each week, if the applicable day is not a Business Day)Administrative Borrower, Borrowers on behalf of Borrowers, shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared (x) as of the close of business on the last Business Day of the previous month, calendar month in the case of clause (i) above and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lendersy) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day of business on the preceding weekFriday in the case of clause (ii) above; provided, howeverthat Administrative Borrower shall be entitled to give notice to Agent (no more frequently than once per Fiscal Quarter) of its intent to submit weekly Borrowing Base Certificates, and, upon giving such notice, shall submit weekly Borrowing Base Certificates in the manner set forth in clause (ii) above through the full month following the month during which such notice is delivered; provided further that during any period when an Event of Default exists, Borrowers shall deliver a the first weekly Borrowing Base Certificate as frequently as shall may be requested by Agentdelivered sooner than the third (3rd) Business Day of a week. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers Administrative Borrower, on behalf of Borrowers, and certified by a Senior OfficerResponsible Officer of Administrative Borrower; provided, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required with 2 Business Days prior written notice to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), Administrative Borrower) and adjust any such calculation (a) to reflect in its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) Permitted Discretion after consultation with Administrative Borrower solely to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous each month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a on the 15th day of such month, in which the Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared shall be calculated as of the close of the last day of the immediately preceding weekmonth (each a "Monthly Borrowing Base Certificate"); provided, however, that during (i) if on any period when an Event of Default exists, Borrowers shall deliver date Availability (as reflected in a Borrowing Base Certificate or as frequently as independently determined by Agent) is less than $12,500,000, then Agent may also require Borrowers to deliver (a) Borrowing Base Certificate on or before the third Domestic Business Day of each week, in which the Borrowing Base shall be requested calculated as of the last day of the immediately preceding week (each a "Weekly Borrowing Base Certificate"); and (ii) if on any date Availability is less than $8,000,000 or the aggregate amount of outstanding Revolver Loans exceeds the Formula Amount as shown on the last Borrowing Base Certificate or as otherwise calculated by Agent, then, without limiting any other right or remedy of Agent or Lenders hereunder as a consequence of any such Out-of-Formula Condition, Agent may also require Borrowers to deliver to Agent a Borrowing Base Certificate on each Domestic Business Day (each a "Daily Borrowing Base Certificate"); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates more frequently than once a month, the calculations shown in each Daily Borrowing Base Certificate or Weekly Borrowing Base Certificate, as applicable, need show only changes in the Accounts and the components of the Accounts (for the avoidance of doubt the other components of the Borrowing Base shall be adjusted at the time of and reflected on each subsequent Monthly Borrowing Base Certificate). All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officerto Agent, provided that Agent may from time shall have the right to time review andand adjust, in the exercise of its Permitted Discretioncredit judgment, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (ai) to reflect its reasonable estimate of declines any decline in value of any CollateralCollateral described therein, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (cii) to the extent the that such calculation is not made by Borrowers in accordance with this Agreement or Agreement, and (iii) to the extent that such calculation does not accurately reflect the Availability Reserve, but in each case without duplication amount of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate may be adjusted by Agent as herein authorized.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day)month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers Borrower shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agent. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Inventory and Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.

Borrowing Base Certificates. By On the 20th Closing Date and on each Business Day through the 60th day after the Closing Date or until Borrowers are able to report the value of Inventory at both cost and market in a manner reasonably satisfactory to the Agents, whichever is the later to occur, and thereafter weekly as of Thursday (or the next Business Day) of each month week for the weekly period ending not more than two (2) Business Days earlier, or at such more frequent intervals as the Collateral Agent may request (provided that, notwithstanding the foregoing, certain items as noted in Schedule IV, shall only be updated on the succeeding Business Day, if the applicable day is not a Business Dayweekly basis), Borrowers shall deliver to the Collateral Agent (and the Collateral Agent shall shall, on request from a Lender, promptly deliver same to Lenderssuch Lender) a Borrowing Base Certificate prepared as of the close of business of the previous month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by AgentCertificate. All calculations of Availability in connection with any Borrowing Base Certificate shall originally be made by the Borrowers and certified by a Senior OfficerResponsible Officer to the Agents, provided that Agent may from time the Agents shall have the right to time review andand adjust, in its Permitted Discretionthe exercise of their credit judgment, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (ai) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in of the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; Collateral described therein and (cii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication amount of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by the Collateral Agent prior to such date, as the calculation in such Borrowing Base Certificate may be adjusted from time to time by the Agents as herein authorized. No less frequently than weekly, a Borrowing Base Certificate shall indicate, without limitation, the Account Debtors of a Borrower who are also creditors of Mapco and the availability on any applicable date of Mapco under its working capital credit facility for purposes of the Agents' determination of the applicability and extent of the Mapco Reserve.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous each month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a on the 15th day of such month, in which the Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared shall be calculated as of the close of the last day of the immediately preceding weekmonth (each a “Monthly Borrowing Base Certificate”); provided, however, that during (i) if on any period when an Event of Default existsdate Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $30,000,000, then Agent may also require Borrowers shall to deliver a Borrowing Base Certificate as frequently as on or before the third Domestic Business Day of each week, in which the Borrowing Base shall be requested calculated as of the last day of the immediately preceding week (each a “Weekly Borrowing Base Certificate”); and (ii) if on any date Availability is less than $8,000,000 or the aggregate amount of outstanding Revolver Loans exceeds the Formula Amount as shown on the last Borrowing Base Certificate or as otherwise calculated by Agent, then, without limiting any other right or remedy of Agent or Lenders hereunder as a consequence of any such Out-of-Formula Condition, Agent may also require Borrowers to deliver to Agent a Borrowing Base Certificate on each Domestic Business Day (each a “Daily Borrowing Base Certificate”); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates more frequently than once a month, the calculations shown in each Daily Borrowing Base Certificate or Weekly Borrowing Base Certificate, as applicable, need show only changes in the Accounts and the components of the Accounts (for the avoidance of doubt the other components of the Borrowing Base shall be adjusted at the time of and reflected on each subsequent Monthly Borrowing Base Certificate). All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officerto Agent, provided that Agent may from time shall have the right to time review andand adjust, in the exercise of its Permitted Discretioncredit judgment, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (aA) to reflect its reasonable estimate of declines any decline in value of any CollateralCollateral described therein, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (cB) to the extent the that such calculation is not made by Borrowers in accordance with this Agreement or Agreement, and (C) to the extent that such calculation does not accurately reflect the Availability Reserve, but in each case without duplication amount of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate may be adjusted by Agent as herein authorized. With the delivery of each Borrowing Base Certificate, Borrower shall deliver to Agent a report of Inventory Reliance covered by the period of the Borrowing Base Certificate, in form and substance satisfactory to Agent.

Borrowing Base Certificates. By (i) Promptly but no later than 15 Business Days after the 20th day end of each month and (or ii) during any period (a) commencing on the succeeding date on which (x) Excess Availability is less than 12.5% of the Total Revolving Commitments or (y) an Event of Default shall have occurred and be continuing (each, an “Accelerated Reporting Period”) and (b) ending on the first date thereafter on which (x) in the case of an Accelerated Reporting Period commencing as a result of clause (ii)(a)(y) above, no Event of Default exists and (y) in the case of an Accelerated Reporting Period commencing as a result of clause (ii)(a)(x) above, Excess Availability for 30 consecutive days has been equal to or in excess of 12.5% of the Total Revolving Commitments, within four Business DayDays after the end of each week, if the applicable day is not a Business Day), Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared (which shall be calculated as of the close of business last Business Day of the previous month, and during any Trigger Period Borrowers shall also deliver immediately preceding month (in the case of Borrowing Base Certificates delivered pursuant to Agent preceding clause (and Agent shall promptly deliver same i)) or week (in the case of Borrowing Base Certificates delivered pursuant to Lenders) preceding clause (ii)); provided that a revised Borrowing Base Certificate based on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as most recently delivered shall be requested by Agentdelivered within five Business Days after the consummation of a sale or other disposition of an ABL Priority Collateral Vessel or a Casualty Event affecting any an ABL Priority Collateral Vessel, giving pro forma effect to such sale, other disposition or Casualty Event. All calculations of the Borrowing Base and Excess Availability in any the Borrowing Base Certificate shall originally be made by Borrowers the Administrative Borrower and certified by a Senior OfficerFinancial Officer of the Administrative Borrower; provided, provided that the Administrative Agent and/or the Collateral Agent may from time to time review andand adjust any such calculation, each in its Permitted Discretion, after Required Reserve Notice Discretion (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (ai) to reflect its reasonable estimate of declines in value of any Collateral, Collateral included in the Borrowing Base due to collections received in the Dominion Account or otherwise; Collections received, (bii) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; , and (ciii) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reservereflect, but in each case without duplication of (i) factors taken into consideration in determining eligibility as of the relevant Accountsdate of the Borrowing Base Certificate most recently delivered to the Administrative Agent, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.Reserves;

Borrowing Base Certificates. By the 20th day of each month (or Unless otherwise agreed to by Lender in writing, on the succeeding Business Day, if the applicable day is not a Business Day), Closing Date Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) Lender a Borrowing Base Certificate prepared as of the close of business of the previous monthon September 30, and during any Trigger Period 2003. In addition, Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) Lender a Borrowing Base Certificate (a) with respect to any Reporting Month, (i) on a weekly basisor before the fifteenth day of the following month if Availability during the applicable Reporting Month is equal to or greater than $5,000,000, or (ii) at such times and with such frequency and including such additional information, as Lender may request, if Availability during the applicable Reporting Month is less than $5,000,000, and in no event later than the 5th day (b) if a Default or Event of each weekDefault has occurred, at such times and with such frequency and including such additional information, as Lender may request. Such Borrowing Base Certificates shall be prepared as of the close of business on the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate applicable Reporting Month or as frequently as otherwise indicated by Lender and shall be requested by Agent. in the form attached hereto as EXHIBIT H. All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior OfficerOfficer of Borrowers' Agent to Lender, provided that Agent may from time provided, that, Lender shall have the right to time review andand adjust, in the exercise of its Permitted Discretionreasonable credit judgment, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (ai) to reflect its reasonable estimate estimates of declines in value of any Collateral, due to collections received in of the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; Collateral described therein and (cii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication amount of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve. In no event shall the amount of the Borrowing Base be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Lender prior to such date, as such Borrowing Base Certificate may be adjusted as herein authorized.

Borrowing Base Certificates. By the 20th day of each month (or on month, the succeeding Business Day, if the applicable day is not a Business Day), Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous monthmonth (provided that, if a Liquidity Event shall have occurred and during any Trigger Period be continuing, the Borrowers shall also deliver to the Administrative Agent (and Agent shall promptly deliver same to Lenders) a weekly Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day Certificates by Wednesday of each week, every week prepared as of the close of the last day business on Friday of the preceding previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; providedit being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, howeverwhere possible, that during any period when an Event and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Default exists, Borrowers shall deliver a Eligible Accounts shown in such Borrowing Base Certificate as frequently as shall will be requested by Agentbased on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrowers and certified by a Senior Responsible Officer, provided that the Administrative Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending June 30, but in each case without duplication of 2012), the Borrowers shall deliver (i) factors taken into consideration in determining eligibility to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of the relevant AccountsAverage Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining updates, if any, to Schedule O to the Availability ReserveCollateral Questionnaire to reflect all locations of Inventory at the end of the fiscal quarter then ended.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers Each Borrower shall deliver to the Administrative Agent and each Co-Collateral Agent (and the Administrative Agent shall promptly deliver same to the Canadian Agent and the Lenders) on each Business Day, a Borrowing Base Certificate prepared setting forth the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables and Eligible Private Label and Corporate Accounts weekly as at the end of the close of business of the previous monthweek most recently ended, and during any Trigger Period Borrowers shall also deliver such reporting to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event be updated not later than the 5th day Wednesday of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agent. All calculations of Availability in any US Revolver Excess Availability, Canadian Revolver Excess Availability, Revolver Excess Availability, Aggregate Revolver Excess Availability, the Term Loan Borrowing Base Certificate Capacity and Loan to Value Reserve shall originally be made by the Borrowers and certified by a Senior Officer, Officer (with such certification to be in such Person’s capacity as a Senior Officer of a Loan Party and not in such Person’s individual capacity); provided that the Administrative Agent and each Co-Collateral Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any CollateralCollateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be, due to collections received in the Dominion Account Concentration Accounts or otherwiseto reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting CollateralCollateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery Reserves[; and (iid) factors taken into consideration to address the Montrovest LC and any changes to the Montrovest LC Effective Advance Rate]. Each Borrowing Base Certificate delivered by the Borrowers shall be accompanied by a certificate, in determining form and substance satisfactory to the Availability ReserveAdministrative Agent and the Co-Collateral Agents and certified by a Senior Officer, as to the balances of each Deposit Account.

Borrowing Base Certificates. By On the 20th Closing Date and on or before the twentieth day of each month (or on as of the succeeding Business Day, if close of the applicable day is not a Business Dayprevious month), Borrowers the Lead Borrower shall deliver to the Administrative Agent, and to the Collateral Agent upon its request, (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and during any Trigger Period Borrowers shall also deliver to at such other times as the Administrative Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and may request in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agentits reasonable discretion. All calculations of Availability in connection with any Borrowing Base Certificate originally shall originally be made by Borrowers the Lead Borrower and certified by a Senior Officer, Responsible Officer to the Administrative Agent and the Lenders; provided that the Administrative Agent may from time shall have the right to time review andand adjust, in the exercise of its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (ai) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in of the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; Collateral described therein and (cii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the Availability amount of the applicable Reserve. In no event shall (a) the U.S. Borrowing Base on any date be deemed to exceed the amount of the U.S. Borrowing Base or (b) the Canadian Borrowing Base on any date be deemed to exceed the amount of the Canadian Borrowing Base, but in each case without duplication shown on the Borrowing Base Certificate last received by the Administrative Agent prior to such date, as such Borrowing Base Certificate may be adjusted from time to time by the Administrative Agent as herein authorized; provided, further, when Availability is less than $125,000,000 for 5 consecutive Business Days, then the Borrowing Base Certificate will be required to be delivered on each Wednesday of such month (beginning with the Wednesday occurring during the first full calendar week of such month), the Lead Borrower shall deliver to the Administrative Agent, and to the Collateral Agent upon its request, a Borrowing Base Certificate, updated as of the close of business on the last Business Day of the immediately preceding calendar week (it being understood that inventory amounts shown in such Borrowing Base Certificate will be based on the inventory amount for the most recently ended month) unless the Collateral Agent otherwise agrees (or if Wednesday is not a Business Day, on the next succeeding Business Day); provided, further, the Lead Borrower may deliver updates to the Canadian Allocated U.S. Availability component of the Borrowing Base so long as (i) factors taken into consideration in determining eligibility of the relevant Accountsno Liquidity Event is continuing, Inventory, Trucks and Machinery and (ii) factors taken into consideration such allocation does not occur more than once per month, (iii) any such allocation shall be subject to a Reserve under the U.S. Borrowing Base and (iv) such allocation does not result in determining an Overadvance; provided, further, with respect to calculation of clause (b) of each of the Availability Reservedefinitions of “Canadian Borrowing Base” and “U.S. Borrowing Base,” the Lead Borrower shall only be required to provide in the Borrowing Base Certificates the calculation of subclause (x) thereof for the last month of each fiscal quarter, but if at any time when subclause (x) is calculated it becomes the operative prong, then both subclauses (x) and (y) must be calculated on a monthly basis until subclause (y) becomes the operative prong for 3 consecutive months.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), The Borrowers shall deliver to the Agent and each Co-Collateral Agent (and Agent shall promptly deliver same to Lenders) (i) at all times prior to the commencement of a Trigger Event Period, not later than the twelfth (12th) Business Day after the immediately preceding fiscal month end, and at such other times as Agent may reasonably request, a Borrowing Base Certificate prepared as of the close of business of the previous monthmonth or such other date so requested by the Agent and (ii) at all times (x) after the occurrence and during the continuation of an Event of Default or (y) after the occurrence and during the continuation of an Excess Availability Trigger Period, not later than the last Business Day of each week, and during at such other times as Agent or any Trigger Period Borrowers shall also deliver to Co-Collateral Agent (and Agent shall promptly deliver same to Lenders) may request, a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day business of the preceding week; providedprevious week or such other date so requested by Agent or a Co-Collateral Agent, however, that during any period when an Event of Default exists, Borrowers shall deliver a with such weekly Borrowing Base Certificate as frequently as shall be requested Certificates (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in a manner consistent with the past practices of the Obligors and reasonably approved by Agent. The Borrower may elect, pursuant to a written irrevocable notice to the Agent, to deliver Borrowing Base Certificates on a weekly basis during the fiscal months of October through January 15th of such Fiscal Year, provided that notice of such election is received by the Agent no later than the 15th of September of such Fiscal Year. All calculations of Tranche A Excess Availability, Tranche A-1 Excess Availability and Excess Availability in any Borrowing Base Certificate shall originally be made by Borrowers Borrower Agent and certified by a Senior OfficerOfficer of the Borrower Agent (with such certification to be in such Person’s capacity as a Senior Officer of the Borrower Agent and not in such Person’s individual capacity), provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account Accounts or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Loan Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.

Borrowing Base Certificates. By the 20th 15th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day)month, Borrowers and DashAmerica shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may request; provided that (i) during the continuance of any Trigger Period Period, or (ii) at the option of Borrowers, Borrowers and DashAmerica shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a the required Borrowing Base Certificate Certificates on a weekly basis, and in basis no event later than the 5th day fourth Business Day of each week, prepared as of the close of the last day business of the preceding previous week; provided, however, provided further that during any period when an Event of Default existsin the event that Borrowers exercise their option to deliver weekly Borrowing Base Certificates set forth in clause (ii) above, Borrowers and DashAmerica shall continue to deliver a weekly Borrowing Base Certificate as frequently as Certificates thereafter for a period not shorter than 6 weeks and shall be requested by Agentprovide Agent with two weeks’ prior written notice thereafter if Borrowers desire to return to monthly delivery of Borrowing Base Certificates (if such reporting is otherwise permitted pursuant to the terms of this Section). All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and DashAmerica and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilutiondilution (without duplication of dilution reserves), quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Notwithstanding the foregoing, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks Agent will not use a single basis for adjustment to both establish new Availability Reserves and Machinery and (ii) factors taken into consideration in determining the Availability Reserveto reduce advance rates.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers Borrower Agent shall deliver to the Administrative Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate (a)i) if the aggregate Outstanding Amount of all Revolving Loans equals zero, within 20 days of the end of each fiscal quarter, prepared as of the close of business as of the previous monthlast day of such fiscal quarter, and during (ii) in the case of any Trigger Period Borrowers shall also deliver requested Borrowing when the aggregate Outstanding Amount of all Revolving Loans (including the proposed principal amount of such requested Borrowing) is equal to Agent or less than $22,500,000, quarterly in accordance with the foregoing clause (and Agent shall promptly deliver same to Lendersi) a as well as an updated Borrowing Base Certificate on a weekly basiswith respect to such Borrowing to be delivered by the Borrower Agent to the Administrative Agent no more than five days after each such requested Borrowing, and in no event later than (iii) if the 5th day aggregate Outstanding Amount of all Revolving Loans exceeds (or after giving effect to any requested Borrowing, would exceed) $22,500,000, within 20 days of the end of each weekFiscal Month, prepared as of the close of the last day business as of the preceding previous Fiscal Month, (biv) during a Reporting Trigger Period, by 5 p.m. (New York City time) by the third Business Day of each week; provided, howeveras of the prior week end, that during and (cv) at any period when time an Event of Default exists, Borrowers as frequently as requested by the Administrative Agent; provided that, the Borrower Agent shall have three Business Days to deliver a any such requested Borrowing Base Certificate as frequently as shall be requested by Agentin accordance with clause (v). All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers Borrower Agent and certified by a Senior Responsible Officer, provided that Agent the Administrative Agent, in its Credit Judgment, may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (aax) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the main Dominion Account or otherwise; (bby) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (ccz) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability any Reserve.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous each month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a on the 15th day of such month, in which the Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared shall be calculated as of the close of the last day of the immediately preceding weekmonth (each a “Monthly Borrowing Base Certificate”); provided, however, that during (i) if on any period when an Event of Default existsdate Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $30,000,000, then Agent may also require Borrowers shall to deliver a Borrowing Base Certificate as frequently as on or before the third Domestic Business Day of each week, in which the Borrowing Base shall be requested calculated as of the last day of the immediately preceding week (each a “Weekly Borrowing Base Certificate”); and (ii) if on any date Availability is less than $8,000,000 or the aggregate amount of outstanding Revolver Loans exceeds the Formula Amount as shown on the last Borrowing Base Certificate or as otherwise calculated by Agent, then, without limiting any other right or remedy of Agent or Lenders hereunder as a consequence of any such Out-of-Formula Condition, Agent may also require Borrowers to deliver to Agent a Borrowing Base Certificate on each Domestic Business Day (each a “Daily Borrowing Base Certificate”); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates more frequently than once a month, the calculations shown in each Daily Borrowing Base Certificate or Weekly Borrowing Base Certificate, as applicable, need show only changes in the Accounts and the components of the Accounts (for the avoidance of doubt the other components of the Borrowing Base shall be adjusted at the time of and reflected on each subsequent Monthly Borrowing Base Certificate). All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officerto Agent, provided that Agent may from time shall have the right to time review andand adjust, in the exercise of its Permitted Discretioncredit judgment, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (aA) to reflect its reasonable estimate of declines any decline in value of any CollateralCollateral described therein, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (cB) to the extent the that such calculation is not made by Borrowers in accordance with this Agreement or Agreement, and (C) to the extent that such calculation does not accurately reflect the Availability Reserve, but in each case without duplication amount of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate may be adjusted by Agent as herein authorized. With the delivery of each Borrowing Base Certificate, Borrowers shall deliver to Agent a report of Inventory Reliance covered by the period of the Borrowing Base Certificate, in form and substance satisfactory to Agent.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), The Borrowers shall deliver to the Agent and each Co-Collateral Agent (and Agent shall promptly deliver same to Lenders) (i) at all times prior to the commencement of a Trigger Event Period, not later than the twelfth (12th) Business Day after the immediately preceding fiscal month end, and at such other times as Agent may reasonably request, a Borrowing Base Certificate prepared as of the close of business of the previous monthmonth or such other date so requested by the Agent and (ii) at all times (x) after the commencement and during the continuation of a Trigger Event Period or (y) during the periods from and including the fiscal month of October of any fiscal year through and including the Friday of the second fiscal week of January of such fiscal year, not later than the last Business Day of each week, and during at such other times as Agent or any Trigger Period Borrowers shall also deliver to Co-Collateral Agent (and Agent shall promptly deliver same to Lenders) may request, a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day business of the preceding week; providedprevious week or such other date so requested by Agent or a Co-Collateral Agent, however, that during any period when an Event of Default exists, Borrowers shall deliver a with such weekly Borrowing Base Certificate as frequently as shall be requested Certificates (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in a manner consistent with the past practices of the Obligors and reasonably approved by Agent. All calculations of Tranche A Excess Availability, Tranche A-1 Excess Availability and Excess Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior OfficerOfficer (with such certification to be in such Person’s capacity as a Senior Officer of an Obligor and not in such Person’s individual capacity), provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account Accounts or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Loan Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of Reserve or the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability LC Reserve.

Borrowing Base Certificates. (a) By the 20th 15th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day)month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and during at such other times as Agent may request; provided, however, that if (and after) Availability is $12,500,000 or less at any Trigger Period time, Borrowers shall also during such period deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate Certificates on a weekly basis, and in no event later than basis on or before the 5th day third Business Day of each week, prepared as of the close of week for the last day Business Day of the preceding week; provided, further, however, that during any period when an Event of Default existsif Average Availability thereafter exceeds $12,500,000 for 90 consecutive days, Borrowers shall Borrowers' obligation to deliver a Borrowing Base Certificate Certificates to Agent shall revert to monthly reporting as frequently provided above (subject, again, to reinstatement of weekly reporting as shall be requested by Agentstated in the proviso above) (any such period being referred to as a "Weekly Reporting Period"). All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (ai) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (bii) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (ciii) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Prior to inclusion in the Borrowing Base of any assets acquired pursuant to a Permitted Acquisition, but such assets shall be subject to a field examination undertaken in accordance with this Agreement. (b) Currently with the delivery of each case without duplication Borrowing Base Certificate, Borrower Agent shall submit to Agent a then-current list of (i) factors taken into consideration in determining eligibility of the relevant Accountsall Vehicles owned, Inventory, Trucks and Machinery and (ii) factors taken into consideration all Vehicles then most recently included in determining the Availability ReserveBorrowing Base as Eligible Equipment which continue to constitute Eligible Equipment, (iii) all Vehicles then most recently included in the Borrowing Base as Eligible Equipment which no longer, for whatever reason, constitute Eligible Equipment, and (iv) any additional Vehicles which Borrower Agent then proposes for inclusion in the Borrowing Base as Eligible Equipment, together with such appraisals, certificates of title with Agent's Lien noted thereon and other agreements, documents and instruments as may be required by this Agreement or as Agent may reasonably request. Each such Borrowing Base Certificate shall include the calculation, in reasonable detail, of the Value of all such Vehicles, and shall include, without limitation, information regarding the depreciation attributable to each Vehicle and the cost and (if applicable) the then most recent appraised value of such Vehicle.

Borrowing Base Certificates. 8.1.1. Term Borrowing Base Certificate. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day)Reporting Trigger Date, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Term Borrowing Base Certificate prepared as of the close of business of the previous week or month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basisas applicable, and at such other times as Agent may reasonably request in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agentits Permitted Discretion. All calculations of Availability in any Term Borrowing Base Certificate shall originally be made by Borrowers Obligors and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), Discretion review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of Reserves, or the Availability Block. 8.1.2. ABL Borrowing Base Certificates. By the Reporting Trigger Date, Borrowers shall deliver to Agent (iand Agent shall promptly deliver same to Lenders) factors taken into consideration in determining eligibility the ABL Borrowing Base Certificates prepared as of the relevant Accountsclose of business of the previous week or month, Inventoryas applicable, Trucks and Machinery at such other times as Agent may reasonably request in its Permitted Discretion. All calculations in any ABL Borrowing Base Certificate (including of ABL Availability, ABL UK Availability and ABL US Availability) shall originally be made by Obligors and certified by a Senior Officer, provided that until the Full Payment (as defined in the ABL Revolver Loan Agreement as in effect on the date hereof) of ABL Revolver Obligations and the termination of the ABL Revolver Commitments, the ABL Revolver Agent (subject to the limitations set forth in the Intercreditor Agreement and, with respect to the Term Loan Deficiency Reserve, in accordance with any notice provided by the Agent under the Intercreditor Agreement) may from time to time in its Permitted Discretion review and after consultation with the Borrowers adjust (and after such Full Payment, the Agent may review and adjust) any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (iic) factors taken into consideration to the extent the calculation is not made in determining accordance with this Agreement, as set forth in the ABL Revolver Loan Agreement or does not accurately reflect the Availability Reserve, the UK Availability Reserve, the US Availability Reserve, the Term Loan Deficiency Reserve, the UK Term Loan Deficiency Reserve, or the US Term Loan Deficiency Reserve, or the “Temporary Availability Block” (as such term is defined in the ABL Revolver Loan Agreement as in effect on the date hereof) whether as required hereunder or in connection with the ABL Revolver Loan Agreement.

Borrowing Base Certificates. By the 20th day of each month The following subsections (or on the succeeding Business Day, if the applicable day is not a Business Dayd), Borrowers shall (e) and (f) are hereby added at the end of Section 2.01 of the Agreement: (d) The Borrower may elect to deliver to the Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared setting forth the Borrowing Base as of the close last day of business of a calendar month subsequent to the previous month, and during any Trigger Period Borrowers shall also deliver most recent fiscal quarter with respect to Agent (and Agent shall promptly deliver same to Lenders) which a Borrowing Base Certificate on was required to be delivered under Section 5.08(6) of the Agreement. (e) The Agent or the Majority Lenders may, upon notice to the Borrower from the Agent, require the Borrower to deliver a weekly basis, and in no event later than the 5th day of each week, prepared Borrowing Base Certificate determined as of the close last day of a calendar month (as designated in such notice) subsequent to the fiscal quarter with respect to which a Borrowing Base Certificate was required to be delivered under Section 5.08(6) of the Agreement, provided that the Borrowing Base Certificate under this Section 2.01(e) shall only be required to be delivered on the later to occur of (i) the tenth (10th) day following the Agent's notice to the Borrower under this Section 2.01(e) or (ii) the twenty-fifth (25th) day after the last day of the applicable calendar month (as designated in such notice). (f) The Borrower may elect to include in a Borrowing Base Certificate delivered in anticipation of a Permitted Acquisition all assets that would have been included in the Borrowing Base had the Permitted Acquisition been consummated as of the last day of the preceding week; most recent fiscal quarter or (if applicable under Section 2.01(d) or (e)) calendar month, provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agent. All calculations of Availability in any such Borrowing Base Certificate shall originally expressly state that it is delivered in anticipation of, and shall only be effective hereunder for purposes of Borrowings made by Borrowers and certified by a Senior Officeron or after, provided that Agent may from time to time review andthe consummation of such Permitted Acquisition (it being understood that, until the consummation of such Permitted Acquisition, the previously delivered Borrowing Base Certificate shall remain in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Sectioneffect), adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.

Borrowing Base Certificates. By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day)month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) (a) a Borrowing Base Certificate prepared as of the close of business of the previous month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a additional Borrowing Base Certificate on a weekly basisCertificates at such times as, and in no event later than the 5th day of each week, prepared as of such date as, Agent, in the close exercise of its good faith, reasonable judgment based upon the results of any field examination, audit or upon other information, data or analysis received or prepared by Agent regarding the Loan Parties, the Collateral, or the ability of the last day of Loan Parties to repay the preceding weekObligations, may request, and (b) a receivables aging report in form and substance satisfactory to Agent; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as Certificates and receivable aging reports shall be requested by Agentprepared and delivered to Agent on the first Business Day of each week at any time, and for so long as Availability, as reported in the most recently delivered Borrowing Base Certificate, is less than $10,000,000. All calculations of Availability in any Borrowing Base Certificate shall be set forth separately for each Borrower and Conferencing-Canada, individually and for the Borrowers and Conferencing-Canada, as a whole, and shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.

Borrowing Base Certificates. By the 20th 15th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day)and at such other times as Agent may request, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous monthmonth or calendar week (as applicable). By Tuesday of each calendar week, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day business of the preceding previous calendar week; , provided, howeverhowever that such weekly Borrowing Base Certificate shall not be required when all of the following conditions are true: (a) the sum of (i) Availability, that (ii) Borrowers’ cash on deposit with Agent and pledged to Agent for the benefit of Lenders and (iii) Borrowers’ Cash Equivalents subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to Agent, was equal to or greater than $20,000,000 at all times during any period when an such prior calendar week and (b) no Default or Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agentthen exists or existed at any time during such prior calendar week. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.