Common use of Computation of Borrowing Base Clause in Contracts

Computation of Borrowing Base. (a) As used in this Agreement, the term “Borrowing Base” means at any time, an amount equal to the aggregate of (i) eighty-five percent (85%) of the amount of Eligible Receivables plus (ii) the lesser of (A) fifty-five percent (55%) of the amount of Eligible Inventory or (B) Six Million Dollars ($6,000,000), subject to the adjustments provided in this Section 2.1, plus (iii) (A) sixty-five percent (65%) of the amount of Eligible Fixed Assets through and including the first anniversary date, and (B) fifty-five percent (55%) of the amount of Eligible Fixed Assets, thereafter. (b) The Borrowing Base shall be computed based on the Loan Base Report most recently delivered to and accepted by the Lender in its sole and absolute discretion. In the event the Borrowers fail to furnish a Loan Base Report required by Section 6.1.2 (Loan Base Report), or in the event the Lender believes that a Loan Base Report is no longer accurate, the Lender may, in its sole and absolute discretion exercised from time to time and without limiting other rights and remedies under this Agreement, suspend the making of or limit advances under the Revolving Loan. The amount of the Borrowing Base shall be subject to reduction by the amount of Reserves applicable from time to time and by the amount of any Receivable or any Inventory that was included in the Borrowing Base but that the Lender determines fails to meet the respective criteria applicable from time to time for Eligible Receivables or Eligible Inventory. (c) If at any time the aggregate Revolver Usage exceeds the Borrowing Base, a borrowing base deficiency (“Borrowing Base Deficiency”) shall exist. Each time a Borrowing Base Deficiency exists, the Borrowers at the sole and absolute discretion of the Lender exercised from time to time shall pay the Borrowing Base Deficiency ON DEMAND to Lender. (d) Without implying any limitation on the Lender’s discretion with respect to the Borrowing Base, the criteria for Eligible Receivables and for Eligible Inventory contained in the respective definitions of Eligible Receivables and of Eligible Inventory are in part based upon the business operations of the Borrowers existing on or about the Closing Date and upon information and records furnished to the Lender by the Borrowers. If at any time or from time to time hereafter, the business operations of the Borrowers change or such information and records furnished to the Lender is incorrect or misleading, the Lender in its discretion, may at any time and from time to time during the duration of this Agreement change such criteria or add new criteria. The Lender may communicate such changed or additional criteria to the Borrowers from time to time either orally or in writing.

Computation of Borrowing Base. (a) As used in this Agreement, the term “Borrowing Base” means at any time, an amount equal to the aggregate of (i) eighty-five percent (85%) of the amount of Eligible Receivables plus (ii) the lesser of (A) fifty-five percent (55%) of the amount of Eligible Inventory or (B) Six Million Dollars ($6,000,000), subject to the adjustments provided in this Section 2.1, plus (iii2.1.3(b) (A) sixty-five percent (65%) of the amount of Eligible Fixed Assets through and including the first anniversary date, and (B) fifty-five percent (55%) of the amount of Eligible Fixed Assets, thereafterless Premium Related Liabilities). (b) The Borrowing Base shall be computed based on the Loan Borrowing Base Report required by Section 2.1.5 (Borrowing Base Report) most recently delivered to and accepted by the Lender Agent in its sole and absolute discretion. In the event the Borrowers fail Borrower fails to furnish a Loan Base Report required by Section 6.1.2 (Loan Borrowing Base Report), or in the event the Lender Agent believes that a Loan Borrowing Base Report is no longer accurate, the Lender Agent may, in its sole and absolute discretion exercised from time to time and without limiting other rights and remedies under this Agreement, direct the Lenders to suspend the making of or limit advances under the Revolving LoanAdvances. The amount of the Borrowing Base shall be subject to reduction by the amount of Reserves applicable from time to time time, by amounts credited to the Collateral Account since the date of the most recent Borrowing Base Report and by the amount of any Receivable or any Inventory that was included in the Borrowing Base but that the Lender Agent determines fails to meet the respective criteria applicable from time to time for Eligible Receivables or Eligible InventoryReceivables. (c) Without implying any limitation on the Agent’s discretion with respect to the Borrowing Base, the criteria for Eligible Receivables contained in the respective definitions of Eligible Receivables are in part based upon the business operations of the Borrower existing on or about the Closing Date and upon information and records furnished to the Agent by the Borrower. If at any time or from time to time hereafter, the business operations of the Borrower change or such information and records furnished to the Agent is incorrect or misleading, the Agent in its discretion, may at any time and from time to time during the duration of this Agreement change such criteria or add new criteria. The Agent may communicate such changed or additional criteria to the Borrower from time to time either orally or in writing. (d) If at any time the aggregate Revolver Usage exceeds the Borrowing Base, a borrowing base deficiency (“Borrowing Base Deficiency”) shall exist. Each time a Borrowing Base Deficiency exists, the Borrowers Borrower at the sole and absolute discretion of the Lender Agent exercised from time to time shall pay the Borrowing Base Deficiency ON DEMAND to Lender. (d) Without implying any limitation on the Lender’s discretion with respect to Agent for the Borrowing Base, the criteria for Eligible Receivables and for Eligible Inventory contained in the respective definitions of Eligible Receivables and of Eligible Inventory are in part based upon the business operations benefit of the Borrowers existing on or about the Closing Date and upon information and records furnished to the Lender by the Borrowers. If at any time or from time to time hereafter, the business operations of the Borrowers change or such information and records furnished to the Lender is incorrect or misleading, the Lender in its discretion, may at any time and from time to time during the duration of this Agreement change such criteria or add new criteria. The Lender may communicate such changed or additional criteria to the Borrowers from time to time either orally or in writingLenders.

Computation of Borrowing Base. (a) As used in this Agreement, the term “Borrowing Base” means at any time, an amount equal to the aggregate of (i) eighty-five percent (85%) of the amount of Eligible Receivables plus (ii) the lesser of (A) fifty-five fifty percent (5550%) of the amount of Eligible Inventory or (B) Six Four Million Dollars ($6,000,0004,000,000), subject to the adjustments provided in this Section 2.1, plus (iii) (A) sixty-five percent (65%) of the amount of Eligible Fixed Assets through and including the first anniversary date, and (B) fifty-five percent (55%) of the amount of Eligible Fixed Assets, thereafter. (b) The Borrowing Base shall be computed based on the Loan Base Report most recently delivered to and accepted by the Lender in its sole and absolute discretion. In the event the Borrowers fail to furnish a Loan Base Report required by Section 6.1.2 (Loan Base Report), or in the event the Lender believes that a Loan Base Report is no longer accurate, the Lender may, in its sole and absolute discretion exercised from time to time and without limiting other rights and remedies under this Agreement, suspend the making of or limit advances under the Revolving Loan. The amount of the Borrowing Base shall be subject to reduction by the amount of Reserves applicable from time to time and by the amount of any Receivable or any Inventory that was included in the Borrowing Base but that the Lender determines fails to meet the respective criteria applicable from time to time for Eligible Receivables or Eligible Inventory. (c) If at any time the aggregate Revolver Usage exceeds the Borrowing Base, a borrowing base deficiency (“Borrowing Base Deficiency”) shall exist. Each time a Borrowing Base Deficiency exists, the Borrowers at the sole and absolute discretion of the Lender exercised from time to time shall pay the Borrowing Base Deficiency ON DEMAND to Lender. (d) Without implying any limitation on the Lender’s discretion with respect to the Borrowing Base, the criteria for Eligible Receivables and for Eligible Inventory contained in the respective definitions of Eligible Receivables and of Eligible Inventory are in part based upon the business operations of the Borrowers existing on or about the Closing Date and upon information and records furnished to the Lender by the Borrowers. If at any time or from time to time hereafter, the business operations of the Borrowers change or such information and records furnished to the Lender is incorrect or misleading, the Lender in its discretion, may at any time and from time to time during the duration of this Agreement change such criteria or add new criteria. The Lender may communicate such changed or additional criteria to the Borrowers from time to time either orally or in writing.

Computation of Borrowing Base. CDS Business Services, Inc. (a“Borrower”): 1 Gross Accounts Receivable (Customer Obligations) As used in this Agreement, the term “less: Credits/Returns less: Retail Accounts 2 Net Accounts Receivable Less: Over 90 Days (commercial) Concentrations Credits over 90 Disputes Related Entity Xxxx and Hold Unsatisfactory Credit Cross Aging Foreign Accounts 3 Total Ineligible 4 Net Eligible A/R Collateral (Customer Obligations) - (2)-(3) 5 Borrowers Net Investment Balance (Per Schedule III) 6 Approved Advance Percentage 7 Approved Advance Percentage multiplied by Net Investment (Eligible Client Advances)-See Schedule III 8 Cash Collateral Pledged by Parent 9 Maximum Amount of Revolving Loans [including LC Obligations] Borrowing Base” means at any time, an amount equal to the aggregate Base of (i) eighty-five percent (85%) of the amount of Eligible Receivables plus (ii) Borrower equals the lesser of (A8) and (9) fifty-five percent 10 Outstanding Amount of Revolving Loans [plus LC Obligations] 11 Net Amount Available (55%Due) = (x) lesser of the amount of Eligible Inventory (8) or (B9) Six Million Dollars minus ($6,000,000), subject y) (10) Pursuant to the adjustments provided in this Section 2.1Loan Agreement, plus (iii) (A) sixty-five percent (65%) of Agent has agreed to make the amount of Eligible Fixed Assets through and including the first anniversary date, and (B) fifty-five percent (55%) of the amount of Eligible Fixed Assets, thereafter. (b) The Borrowing Base shall be computed based Revolving Loans on the Loan Base Report most recently delivered to and accepted by the Lender in its sole and absolute discretion. In the event the Borrowers fail to furnish a Loan Base Report required by Section 6.1.2 (Loan Base Report), or conditions set forth in the event Loan Agreement including, without limitation, that the Lender believes that a Loan Base Report is no longer accurate, undersigned execute and deliver to the Lender may, in its sole and absolute discretion exercised Agent this Certificate from time to time and without limiting other rights and remedies under time. Terms used in this Certificate shall have the same meaning as ascribed thereto in the Loan Agreement. For purposes of inducing Sterling National Bank to make Revolving Loans pursuant to the terms of the Loan Agreement, suspend the making undersigned hereby certifies that the foregoing statement is true and correct and in accordance with the books and records of Borrower and such Collateral is available as acceptable Collateral for Revolving Loans in accordance with the representations and warranties set forth in the Loan Agreement and as of the date hereof no Event of Default, or limit advances event which after notice or lapse of time or both would be an Event of Default under the Revolving LoanLoan Agreement has occurred. The amount of outstanding Maximum Facility Amount reflects our indebtedness under the Loan Agreement subject to changes by Sterling National Bank. By: , The following terms are defined in the corresponding sections: Affected Lender 7.7 Agreement Preamble Amendments and Waivers 8.9 Authorized Person 1.8 Blocked Account 4.18 Borrower Preamble Borrowing Base shall be subject to reduction by Annex 2 Agent Preamble Collateral Management Fee Annex 2 Deposit Collateral 8.3 Event of Default 6.1 Executive Order 8.22 Financial Statements 3.12 Foreign Asset Control Regulations 8.22 Guarantor(s) Annex 2 Lenders Preamble Lien Law 4.14 Loans 1.1 Loan Documents 1.1 Lockbox 4.18 Maturity Date Annex 2 Maximum Facility Amount Annex 2 Maximum Lawful Rate 1.3(d) Maximum LC Obligation Annex 2 Other Taxes 1.14(c) Overadvance 1.7 Participating Lender 1.13(b) Patriot Act 8.21 Register 1.2 Revolving Loan and Revolving Loans 1.1 Revolving Loan Account 1.2 Taxes 1.14(a) Trading with the amount of Reserves applicable from time to time and by the amount of any Receivable or any Inventory that was included in the Borrowing Base but that the Lender determines fails to meet the respective criteria applicable from time to time for Eligible Receivables or Eligible Inventory. (c) If at any time the aggregate Revolver Usage exceeds the Borrowing Base, a borrowing base deficiency (“Borrowing Base Deficiency”) shall exist. Each time a Borrowing Base Deficiency exists, the Borrowers at the sole and absolute discretion of the Lender exercised from time to time shall pay the Borrowing Base Deficiency ON DEMAND to Lender. (d) Without implying any limitation on the Lender’s discretion with respect to the Borrowing Base, the criteria for Eligible Receivables and for Eligible Inventory contained in the respective definitions of Eligible Receivables and of Eligible Inventory are in part based upon the business operations of the Borrowers existing on or about the Closing Date and upon information and records furnished to the Lender by the Borrowers. If at any time or from time to time hereafter, the business operations of the Borrowers change or such information and records furnished to the Lender is incorrect or misleading, the Lender in its discretion, may at any time and from time to time during the duration of this Agreement change such criteria or add new criteria. The Lender may communicate such changed or additional criteria to the Borrowers from time to time either orally or in writing.Enemy Act 8.22

Computation of Borrowing Base. (a) As used in this Agreement, the term “Borrowing Base” means at any time, an amount equal to the aggregate of (i) eighty-five percent (85%) of the amount of Eligible Receivables plus (ii) the lesser of (A) fifty-five percent (55%) of the amount of Eligible Inventory or (B) Six Million Dollars ($6,000,000), subject to the adjustments provided in this Section 2.12.1.3(b)) less Premium Related Liabilities, plus (iii) (A) sixty-five percent (65%) of and provided that the aggregate amount of Eligible Fixed Assets through and including Receivables relating to commercial carriers that may be included in the first anniversary date, and (B) fifty-five percent (55%) of the amount of Eligible Fixed Assets, thereafterBorrowing Base is limited to $1,000,000. (b) The Borrowing Base shall be computed based on the Loan Borrowing Base Report required by Section 2.1.5 (Borrowing Base Report) most recently delivered to and accepted by the Lender Agent in its sole and absolute discretion. In the event the Borrowers fail Borrower fails to furnish a Loan Base Report required by Section 6.1.2 (Loan Borrowing Base Report), or in the event the Lender Agent believes that a Loan Borrowing Base Report is no longer accurate, the Lender Agent may, in its sole and absolute discretion exercised from time to time and without limiting other rights and remedies under this Agreement, direct the Lenders to suspend the making of or limit advances under the Revolving LoanAdvances. The amount of the Borrowing Base shall be subject to reduction by the amount of Reserves applicable from time to time time, by amounts credited to the Collateral Account since the date of the most recent Borrowing Base Report and by the amount of any Receivable or any Inventory that was included in the Borrowing Base but that the Lender Agent determines fails to meet the respective criteria applicable from time to time for Eligible Receivables or Eligible InventoryReceivables. (c) Without implying any limitation on the Agent’s discretion with respect to the Borrowing Base, the criteria for Eligible Receivables contained in the respective definitions of Eligible Receivables are in part based upon the business operations of the Borrower existing on or about the Closing Date and upon information and records furnished to the Agent by the Borrower. If at any time or from time to time hereafter, the business operations of the Borrower change or such information and records furnished to the Agent is incorrect or misleading, the Agent in its discretion, may at any time and from time to time during the duration of this Agreement change such criteria or add new criteria. The Agent may communicate such changed or additional criteria to the Borrower from time to time either orally or in writing. (d) If at any time the aggregate Revolver Usage exceeds the Borrowing Base, a borrowing base deficiency (“Borrowing Base Deficiency”) shall exist. Each time a Borrowing Base Deficiency exists, the Borrowers Borrower at the sole and absolute discretion of the Lender Agent exercised from time to time shall pay the Borrowing Base Deficiency ON DEMAND to Lender. (d) Without implying any limitation on the Lender’s discretion with respect to Agent for the Borrowing Base, the criteria for Eligible Receivables and for Eligible Inventory contained in the respective definitions of Eligible Receivables and of Eligible Inventory are in part based upon the business operations benefit of the Borrowers existing on or about the Closing Date and upon information and records furnished to the Lender by the Borrowers. If at any time or from time to time hereafter, the business operations of the Borrowers change or such information and records furnished to the Lender is incorrect or misleading, the Lender in its discretion, may at any time and from time to time during the duration of this Agreement change such criteria or add new criteria. The Lender may communicate such changed or additional criteria to the Borrowers from time to time either orally or in writingLenders.