Common use of Borrowing Base Certificates Clause in Contracts

Borrowing Base Certificates. (a) By the 20th day of each 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, with such weekly updates as the Administrative Agent may request; provided that during a Trigger Period (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 prepared as of the close of business of the previous week; provided, further, that in no event shall ineligibles be required to be delivered more frequently than on a monthly basis (except upon the occurrence and during the continuance of an Event of Default, in which case reporting may be required more frequently than on a monthly basis). All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent and certified by a Responsible Officer of Borrower Agent, provided that the Administrative Agent may from time to time 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 (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.

Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (aand after a Reporting Trigger Event has not existed for sixty (60) By consecutive days), Borrowers shall, by the 20th 15th day of each 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, with and at such weekly updates other times as the Administrative Agent may reasonably request; provided that during . After the occurrence of a Reporting Trigger Period Event and until such time as a Reporting Trigger Event has not existed for sixty (Reporting)60) consecutive days, Borrower Agent Borrowers shall, by the fourth Business Day Tuesday of each week, 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 Friday of the previous immediately preceding week; provided, further, that in no event shall ineligibles be required to be delivered more frequently than on a monthly basis (except upon the occurrence and during the continuance of an Event of Default, in which case reporting at such other times as Agent may be required more frequently than on a monthly basis)reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent and certified by a Responsible Officer of Borrower Agentor its general partner, provided that the Administrative Agent may from time to time 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 and reserves to reflect changes in dilution, quality, mix and other factors affecting Collateral (a determination to be made by the Administrative Agent in its Permitted Discretion)Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (aand after a Reporting Trigger Event has not existed for sixty (60) By consecutive days), Borrowers shall, by the 20th 15th day of each 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, with and at such weekly updates other times as the Administrative Agent may reasonably request; provided that during . After the occurrence of a Reporting Trigger Period Event and until such time as a Reporting Trigger Event has not existed for sixty (Reporting)60) consecutive days, Borrower Agent Borrowers shall, by on or before 5:00 p.m. on the fourth second Business Day of each week, 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 Friday of the previous immediately preceding week; provided, further, that in no event shall ineligibles be required to be delivered more frequently than on a monthly basis (except upon the occurrence and during the continuance of an Event of Default, in which case reporting at such other times as Agent may be required more frequently than on a monthly basis)reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent and certified by a Responsible Officer of Borrower Agentor its general partner, provided that the Administrative Agent may from time to time 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 and reserves to reflect changes in dilution, quality, mix and other factors affecting Collateral (a determination to be made by the Administrative Agent in its Permitted Discretion)Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

Borrowing Base Certificates. (a) By the 20th day of each monthFiscal Month (or if the 20th day of such Fiscal Month is not a Business Day, Borrowers the first Business Day thereafter), Borrower 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 monthFiscal Month; provided, with such weekly updates as the Administrative Agent may request; provided however, that during a any Cash Dominion Trigger Period (Reporting), Borrower Agent shallPeriod, by the fourth Business Day 11:00 a.m. Pacific time on Tuesday of each week, Borrower 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 on Friday of the previous immediately preceding week; provided, further, that in no event shall ineligibles be required to be delivered more frequently than on a monthly basis (except upon the occurrence and during the continuance of an Event of Defaultat such other times as Agent may request, in which each case reporting may be together with all schedules required more frequently than on pursuant to the terms of such Borrowing Base Certificate duly completed (including a monthly basisschedule of all Accounts created, collections received and credit memos issued for the immediately preceding period). All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent and certified by a Responsible Officer of Borrower Agentan Officer, provided that the Administrative Agent may from time to time 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 (a determination to be made by the Administrative Agent in its Permitted Discretion)Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

Borrowing Base Certificates. (a) By On or before the 20th 15th day of each month, and at such other times as Agent may request, 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 on the previous month, with such weekly updates as the Administrative Agent may request; provided that during a Trigger Period (Reporting), Borrower Agent shall, by the fourth last Business Day of each the preceding month; provided, however, that if a Default or Event of Default has occurred and is continuing, or Availability is less than $15,000,000 (after giving effect to the Availability Block), on any day in any week during the term hereof, then on or before the close of business on the Tuesday following such week, Borrower 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 for the previous week; providedpreceding Friday, further, that in no event and a weekly Borrowing Base Certificate shall ineligibles be required continue to be delivered more frequently than on a monthly basis the Tuesday of each week thereafter until the daily Availability (except upon after giving effect to the occurrence and during the continuance Availability Block) averages in excess of an Event of Default, in which case reporting may be required more frequently than on a monthly basis)$15,000,000 for 90 consecutive days. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent Borrowers and certified by a Responsible Officer of Borrower AgentSenior Officer, provided that the Administrative Agent may from time to time 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 (a determination to be made by the Administrative Agent in its Permitted Discretion)Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve or to otherwise reflect changes in the Availability Reserve.”

Borrowing Base Certificates. (a) By the 20th 15th day of the month following the end of each calendar 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 monthjust ended calendar month or, with after an Event of Default, at such weekly updates other times as the Administrative Agent may request; provided provided, that during a any Reporting Trigger Period (Reporting)Period, Borrower Borrowers shall deliver to Agent shall, by the fourth third (3rd) Business Day of each week, deliver to week following the Administrative Agent (and end of the Administrative Agent shall promptly deliver same to Lenders) prior week a Borrowing Base Certificate prepared as of the close of business of for the previous week; provided, further, that in no event shall ineligibles be required to be delivered more frequently than on a monthly basis (except upon the occurrence and during the continuance of an Event of Default, in which case reporting may be required more frequently than on a monthly basis)week just ended. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent and certified by a Responsible Officer of Borrower Agent, Senior Officer; provided that the Administrative Agent may from time to time in its Permitted 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 (a determination to be made by the Administrative Agent in its Permitted Discretion)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, 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.

Borrowing Base Certificates. Borrowers shall deliver to Agent a Borrowing Base Certificate (a) By on the 20th Closing Date, (b) by the 15th day of each 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, with such weekly updates as (c) if the Administrative Agent may request; provided that during a Trigger Period (Reporting), Borrower Agent shallaverage daily amount of Availability applicable to the previous month is less than $20,000,000, by the fourth Business Day Wednesday of each week, 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 week, which Borrowing Base Certificate shall update all information from the most recent Borrowing Base Certificate delivered by Borrowers to Agent, including, without limitation, sales and collection reports, a reconciliation of Accounts and other reports regarding Accounts, in form satisfactory to Agent; provided, furtherhowever, that in no event Borrowers’ report of Accounts which are not Eligible Accounts shall ineligibles not be required to be delivered updated more frequently than on a monthly basis monthly, by the 15th day of each month as of the close of business of the previous month, and (except upon d) at such other times as Agent may request in the occurrence and during the continuance exercise of an Event of Defaultits Credit Judgment, in which case reporting together with such supporting information as Agent may be required more frequently than on a monthly basis)require. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent Borrowers and certified by a Responsible Officer of Borrower AgentSenior Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation (ax) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (by) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral (a determination to be made by the Administrative Agent in its Permitted Discretion)Collateral; and (cz) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

Borrowing Base Certificates. (a) By the 20th day of each 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, with and at such weekly updates other times as the Administrative Agent may request; provided that during a Trigger Period (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 prepared as of the close of business of the previous week; provided, further, that in no event shall ineligibles be required to be delivered more frequently than on a monthly basis (except upon the occurrence and during the continuance of an Event of Default, in which case reporting may be required more frequently than on a monthly basis). All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent Borrowers and certified by a Responsible Officer of Borrower AgentSenior Officer, provided that the Administrative Agent may from time to time 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 58 otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral (a determination to be made by the Administrative Agent in its Permitted Discretion)Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. On or before the 20th day of each calendar month from and after the date hereof, Borrowers shall deliver to Agent, in the form reasonably acceptable to Agent, (i) reconciliations of Borrowers’ Accounts as shown on the month-end Borrowing Base Certificate for the immediately preceding Fiscal Month to Borrowers’ accounts receivable agings, to Borrowers’ general ledger and to Borrowers’ most recent financial statements and (ii) reconciliations of Borrowers’ Inventory as shown on Borrowers’ perpetual inventory, to Borrowers’ general ledger and to Borrowers’ financial statements, all with supporting materials as Agent shall reasonably request.

Borrowing Base Certificates. (a) By On or before the 20th 15th day of each month, and at such other times as Agent may request, 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 on the previous month, with such weekly updates as the Administrative Agent may request; provided that during a Trigger Period (Reporting), Borrower Agent shall, by the fourth last Business Day of each the preceding month; provided, however, that if a Default or Event of Default has occurred and is continuing, or Availability is less than or equal to the greater of 15% of the Revolver Commitment or $14,250,000 (after giving effect to the Availability Block), on any day in any week during the term hereof, then on or before the close of business on the Tuesday following such week, 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 for the previous week; providedpreceding Friday, further, that in no event and a weekly Borrowing Base Certificate shall ineligibles be required continue to be delivered more frequently than on a monthly basis the Tuesday of each week thereafter until the daily Availability averages in excess of the greater of 15% of the Revolver Commitment or $14,250,000 (except upon after giving effect to the occurrence and during the continuance of an Event of Default, in which case reporting may be required more frequently than on a monthly basis)Availability Block) for 90 consecutive days. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent Borrowers and certified by a Responsible Officer of Borrower AgentSenior Officer, provided that the Administrative Agent may from time to time 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 (a determination to be made by the Administrative Agent in its Permitted Discretion)Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve or to otherwise reflect changes in the Availability Reserve.”

Borrowing Base Certificates. (a) By the 20th day of each monthFiscal Quarter and prepared as of the last day of the previous Fiscal Quarter, Borrowers Spansion shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate (“Quarterly Certificate”), and at such other times as Agent may request; provided, that (a) during a Monthly Reporting Period, such Borrowing Base Certificate shall be delivered by the 20th day of each month and prepared as of the close of business of the previous month, with such weekly updates as the Administrative Agent may request; provided that month (“Monthly Certificate”) and no Quarterly Certificate shall be required and (b) during a Trigger Weekly Reporting Period (Reporting), Borrower Agent shall, by such Borrowing Base Certificate shall be delivered weekly as of the fourth 2nd Business Day of each week, deliver to the Administrative Agent (week and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous week; provided, further, that in week and no event Quarterly Certificate or Monthly Certificate shall ineligibles be required to be delivered more frequently than on a monthly basis (except upon the occurrence and during the continuance of an Event of Default, in which case reporting may be required more frequently than on a monthly basis)required. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent Spansion and certified by a Responsible Officer Senior Officer, treasurer or controller of Borrower Agent, Spansion provided that the Administrative Agent may from time to time review and adjust any such calculation (ax) to reflect its reasonable estimate of declines in value of any Revolver Loan Priority Collateral, due to collections received in the Dominion Account or otherwise; (by) to adjust advance rates the reserves provided for herein to reflect changes in dilution, quality, mix and other factors affecting Collateral (a determination to be made by the Administrative Agent in its Permitted Discretion)Revolver Loan Priority Collateral; and (cz) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (a) By and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 20th day 12th Business Day of each 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, with and at such weekly updates other times as the Administrative Agent may reasonably request; provided that during . After the occurrence of a Reporting Trigger Period (Reporting)Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrower Agent Borrowers shall, by on or before 10:00 p.m. on the fourth second Business Day of each week, 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 Friday of the previous immediately preceding week; provided, further, that in no event shall ineligibles be required to be delivered more frequently than on a monthly basis (except upon the occurrence and during the continuance of an Event of Default, in which case reporting at such other times as Agent may be required more frequently than on a monthly basis)reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent and certified by a Responsible Officer of Borrower Agentor its general partner, provided that the Administrative Agent may in its Permitted Discretion from time to time 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; and (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral (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.

Borrowing Base Certificates. (a) By On or before the 20th 15th day of each month, and at such other times as Agent may request, 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 on the last business day of the previous preceding month; provided, with such weekly updates as however, that if a Default or Event of Default has occurred and is continuing, or Availability is less than $15,000,000 (after giving effect to the Administrative Agent may request; provided that during a Trigger Period (ReportingAvailability Block), Borrower Agent shallon any day in any week during the term hereof, by then on or before the fourth Business Day close of each business on the Tuesday following such week, Borrower 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 for the previous week; provided, further, that in no event shall ineligibles be required to be delivered more frequently than on a monthly basis (except upon the occurrence and during the continuance of an Event of Default, in which case reporting may be required more frequently than on a monthly basis)preceding Friday. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent Borrowers and certified by a Responsible Officer of Borrower AgentSenior Officer, provided that the Administrative Agent may from time to time 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 (a determination to be made by the Administrative Agent in its Permitted Discretion)Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve or to otherwise reflect changes in the Availability Reserve.”

Borrowing Base Certificates. (a) By On or before the 20th 15th day of each month, and at such other times as Agent may request, 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 on the previous month, with such weekly updates as the Administrative Agent may request; provided that during a Trigger Period (Reporting), Borrower Agent shall, by the fourth last Business Day of each the preceding month; provided, however, that if a Default or Event of Default has occurred and is continuing, or Availability is less than or equal to the greater of 15% of the Revolver Commitment or $16,500,000, on any day in any week during the term hereof, then on or before the close of business on the Tuesday following such week, 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 for the previous week; providedpreceding Friday, further, that in no event and a weekly Borrowing Base Certificate shall ineligibles be required continue to be delivered more frequently than on a monthly basis (except upon the occurrence and during Tuesday of each week thereafter until the continuance daily Availability averages in excess of an Event the greater of Default, in which case reporting may be required more frequently than on a monthly basis)15% of the Revolver Commitment or $16,500,000 for 90 consecutive days. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent Borrowers and certified by a Responsible Officer of Borrower AgentSenior Officer, provided that the Administrative Agent may from time to time 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 (a determination to be made by the Administrative Agent in its Permitted Discretion)Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve or to otherwise reflect changes in the Availability Reserve.

Borrowing Base Certificates. (a) By the 20th fifteenth (15th) day of each month, Borrowers Administrative Borrower, on behalf of 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, with and at such weekly updates other times as the Administrative Agent may reasonably request; provided that during provided, however, upon a Trigger Period (Reporting)Weekly Reporting Trigger, Borrower Agent shall, by the fourth Business Day such Borrowing Base Certificates shall be delivered on Friday of each week, deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate week prepared as of the close of business of the previous week; provided. Upon and after the date which is ninety (90) days after any Weekly Reporting Trigger, further, that in no event shall ineligibles be required to be delivered more frequently than Borrowing Base Certificates may resume being submitted on a monthly basis (except upon the occurrence unless and during the continuance of an Event of Default, in which case reporting may be required more frequently than on a monthly basis)until another Weekly Reporting Trigger occurs. All calculations of Excess Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent Administrative Borrower, on behalf of Borrowers, and certified by a Responsible Senior Officer of Borrower AgentAdministrative Borrower; provided, provided that the Administrative that, Agent may from time to time review and adjust any such calculation in its Permitted Discretion (a) to reflect its reasonable estimate of declines in value of any CollateralCollateral included in the Borrowing Base, due to collections received in the any Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral (a determination to be made by the Administrative Agent in its Permitted Discretion)Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability ReserveReserve or the past due trade payables or other past due Debt of any Loan Party.