Common use of Borrowing Base Certificate Clause in Contracts

Borrowing Base Certificate. On the Closing Date and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case of the Borrowing Base Certificate delivered on the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to the

Borrowing Base Certificate. On As soon as available but in any event on or prior to 15th Business Day following the Closing Date and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination end of the Commitments of previous fiscal month beginning with the Lendersfirst fiscal month ending after the Restatement Effective Date, the Company shall deliver a Borrowing Base Certificate to as of the Agent relating to close of business on the then most recently ended month (except solely last day of the immediately preceding fiscal month, substantially in the case form of Exhibit N hereto; provided that the Borrower may elect to deliver the Borrowing Base Certificate delivered on a more frequent basis but if such election is exercised, it must be continued until the Closing Date, which date that is 30 days after the date of such election (with a frequency equal to that of the initial additional Borrowing Base Certificate shall, except delivered by the Borrower for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997such period); provided, howeverfurther, that in addition to such regular monthly certificatesupon the commencement and during the continuance of a Weekly Reporting Period, the Company Borrower shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each a Weekly Borrowing Base Certificate shall replace and supersede for all purposes such supporting information on Wednesday of this Agreement each week (or if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday; provided, further, that upon the sale or other disposition of Collateral of any Credit Party included in the Borrowing Base Certificate then most recently delivered. Such outside of the ordinary course of business yielding net cash proceeds of $50,000,000 or more, the Borrower shall also furnish an updated Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens giving pro forma effect thereto promptly upon the receipt of the Security Agreementsnet cash proceeds from such sale or other disposition. Documents required to be delivered pursuant to clauses (a), (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2b), and (4g) state of this Section 9.1 (to the then Outstanding Amounts extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided that (A) certify that none the Borrower shall, at the request of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject Administrative Agent, continue to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any deliver copies (which delivery may be by electronic transmission) of such Borrowing Base Collateral is subject documents to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) Administrative Agent and 2.10A hereof, (B) certify the Borrower shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower and its Restricted Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SEC or with a similar regulatory authority in a foreign jurisdiction or (B) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings); provided that no reduction to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the Borrowing Base is required differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a stand-alone basis, on the other hand. Each Credit Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to subsection 2.4B(iii)(1)(eSections 9.1(a), (b) or, if the Company cannot so certify, contain the exclusion required by such subsection and (Cd) certify that above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the portion of Administrative Agent and the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does Lenders as not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in containing any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thematerial nonpublic information.

Borrowing Base Certificate. On a certificate of a Responsible Officer of Borrower Representative substantially in the Closing Date and no later than the 25th day form of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable Exhibit E to the Lenders and Agreement (or another form acceptable to Agent) setting forth the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination calculation of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case Base. All calculations of the Borrowing Base Certificate delivered on in connection with the Closing Date, which such preparation of any Borrowing Base Certificate shallshall originally be made by Borrowers and certified to Agent; provided that Agent shall have the right to review and adjust, except in the exercise of its Reasonable Credit Judgment, any such calculation after giving notice thereof to Borrowers, to the extent that Agent determines that such calculation is not in accordance with the Agreement. Business Day – any day, excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or California or is a day on which banking institutions located in such state are closed; provided that with respect to determinations in connection with, and payments of principal and interest on, LIBOR Portions, such day is also a LIBOR Business Day. Capital Expenditures – expenditures made or liabilities incurred for Fair Market Values the acquisition of any Eligible Assets determined by Approved Appraisers as at any other datesfixed or capital assets or improvements, relate to October 31replacements, 1997)substitutions or additions thereto which have a useful life of more than one year, including the total principal portion of Capitalized Lease Obligations; provided, however, that Capital Expenditures shall not include (a) expenditures to the extent they are paid with the proceeds of insurance settlements, condemnation awards, and other settlements in addition to such regular monthly certificatesrespect of lost, the Company shall also deliver Borrowing Base Certificates when requireddestroyed, pursuant to subsection 2.4B(iii)(1)damaged, 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreementscondemned fixed or capital assets, (2b) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant expenditures to the preceding clause (2)extent they are financed with the proceeds of a sale or other disposition of fixed or capital assets that is expressly permitted under the Agreement, and (4c) state expenditures made in connection with the then Outstanding Amounts and the amount construction of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none fixed or capital asset if the applicable Borrower intends to consummate a sale and leaseback transaction of such asset permitted under the Agreement within six months of the Borrowing Base Collateral included completion of such construction; provided that if such sale and leaseback transaction is not consummated within such time period, then all such expenditures will constitute Capital Expenditures in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of period in which such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thesix-month period ends.

Borrowing Base Certificate. (i) On the Closing Date and no (ii) not later than 5:00 P.M. (New York time) on or before the 25th day 15th Business Day of each fiscal month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documentsthereafter, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver (A) a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case of borrowing base certificate setting forth the Borrowing Base Certificate delivered on (in each case with supporting calculations in reasonable detail) substantially in the Closing Dateform of Exhibit I (each, which such a “Borrowing Base Certificate shallCertificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, except (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at the prior month with respect to the Collection Accounts and Concentration Accounts (and any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established depository accounts reasonably requested by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2Agent), and (4E) state the then Outstanding Amounts and the amount Inventory reports, each of any Borrowing Base Deficiency. The Borrowing Base Certificate which shall (A) certify that none be prepared as of the Borrowing Base Collateral included in the calculation last Business Day of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of fiscal month immediately preceding such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, required delivery. Each such Borrowing Base Certificate shall contain include such supporting information as may be reasonably requested from time to time by the relevant exclusions for any such Borrowing Base Collateral Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of LossDefault shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of DamageDefault communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, Repairable Damage or Adjustment Event as required amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by subsections 2.4B(iii)(1) the Borrower Agent and 2.10A hereof, (B) certify that no reduction delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion maintaining records of the Borrowing Base attributable Collateral, and any Loan Party’s failure to Rotables stated in the Borrowing Base Certificate does deliver any of such items to Administrative Agent shall not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate affect, terminate, modify or that, if the portion of the Borrowing Base attributable otherwise limit Administrative Agent’s Lien with respect to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing BaseCollateral. Unless otherwise agreed to by Administrative Agent, the portion items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base CertificateApproved Electronic Communication (including, the Company shall use its normal accounting procedures except to thewithout limitation, by email).

Borrowing Base Certificate. On Within ten (10) days of the Closing Date and no later than the 25th day end of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable calendar month, the Borrowers shall deliver to the Lenders and the Administrative Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a an updated Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true and correct (i) setting forth a calculation of the Agent relating to the then most recently ended month (except solely Available Commitment as of such date of delivery, and, if included in the case Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of the Borrowing Base Certificate delivered on the Closing DateInvestor Capital Commitments from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor and (ii) certifying that no Default or Event of Default exists, which or specifying any such Borrowing Base Certificate shall, except for Fair Market Values Default or Event of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997)Default; provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall contain be attached to the relevant exclusions related Request for Borrowing or Request for Letter of Credit, as applicable, and shall give pro forma effect to such new Borrowing or such new Letter of Credit); (ii) within three (3) Business Days of the issuance of Investor Capital Calls to Investors (delivered to the Administrative Agent along with a summary of such Investor Capital Calls and calculated after giving effect to the related Investor Capital Contributions requested by such Investor Capital Calls); (iii) promptly following a transfer of any Included Investor’s Investor Capital Commitment (other than in the case of a transfer from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor, unless such transfer will result in a Borrowing Base Collateral subject deficiency or cause all transfers for such month to equal 3% or more of the aggregate Investor Capital Commitments, in which case such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as updated Borrowing Base shall be delivered and any mandatory prepayment required by subsections 2.4B(iii)(1this Credit Agreement shall be made, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (a) a Responsible Officer of a Credit Party obtaining actual knowledge of any Exclusion Event occurring with respect to (x) any Included Investor (other than a PWM Investor) or (y) one or more PWM Investors with Investor Capital Commitments that, in the aggregate, represent more than 3% of the aggregate Investor Capital Commitments or (b) the reduction of any Investor’s Investor Capital Commitment in accordance with the terms of this Credit Agreement; provided, however, that notwithstanding anything to the contrary in this Credit Agreement or any other Loan Document, the Borrower is not required to monitor the Ratings of Included Investors, and 2.10A hereof, (B) certify that no reduction in the Administrative Agent will monitor such Ratings and may adjust the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain Rating of any Rated Included Investor is downgraded by providing notice to the exclusion required by such subsection and Borrowers at least one (C1) certify that the portion Business Day in advance of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) effective date of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theadjustment.

Borrowing Base Certificate. (a) On the Closing Date Business Day immediately preceding the Business Day on which Borrower requests that Agent make a Loan or establish a Credit, and no later than in addition, twice each month on the 25th fifteenth (15th) day of each such month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to (or if not a Business Day, then the Lenders immediately following Business Day) and the last Business Day of such month, whether or not Borrower is requesting or has requested any Loans or Credits or more frequently at Borrower's option or as Lender may request, Borrower shall provide Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate setting forth Borrower's calculation of the Loans and Credits available to Borrower pursuant to the Agent relating to terms and conditions contained in the then most recently ended month (except solely Accounts Agreement and herein as of the immediately preceding Business Day in the case of a Borrowing Base Certificate delivered to Agent other than on the fifteenth (15th) day or last day of any month, or as of the last Business Day of the immediately preceding two (2) week period in the case of a Borrowing Base Certificate delivered to Agent on the fifteenth (15th) day or last day of the month, as the case may be, in each case, duly completed and executed by the chief financial officer or other appropriate financial officer of Borrower acceptable to Agent, together with all schedules required pursuant to the terms of the Borrowing Base Certificate delivered on duly completed (including, without limitation, a schedule of all Accounts created, collections received and credit memos issued for each day of the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997immediately preceding week); provided, howeverthat, without -------- ---- limiting any other rights of Agent or Lender, upon Agent's request, Borrower shall provide Agent on a daily basis with a schedule of Accounts, collections received and credits issued and on a weekly basis with an inventory report in the event that in addition at any time either: (i) an Event of Default, or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (ii) Borrower shall have failed to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each any Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement in accordance with the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A terms hereof, or (Biii) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) orupon Agent's good faith belief, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables any information contained in any Borrowing Base CertificateCertificate is incomplete, inaccurate or misleading, or (iv) Excess Availability shall be less than ten (10%) percent of the Company shall use its normal accounting procedures except to theMaximum Credit.

Borrowing Base Certificate. On The Administrative Agent and Term Loan Agent shall have received the Closing Date and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination timely delivery of the Commitments of the Lenders, the Company shall deliver a most recently required Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case of the Borrowing Base Certificate delivered on the Closing DateCertificate, which with each such Borrowing Base Certificate shallincluding schedules as required by the Administrative Agent and Term Loan Agent. Each request by the Borrower for a Credit Extension shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(b) and (c) have been satisfied on and as of the date of the applicable Credit Extension and that after giving effect to such Credit Extension the Borrower shall continue to be in compliance with the Revolving Loan Borrowing Base and the Term Loan Borrowing Base. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Revolving Loans and the Issuing Bank to cease issuing Letters of Credit, except for Fair Market Values the Revolving Loan Lenders will fund their Commitment Percentage of any Eligible Assets determined all Revolving Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by Approved Appraisers as at any other datesthe Borrower and which, relate notwithstanding the failure of the Loan Parties to October 31comply with the provisions of this Article IV, 1997); are agreed to by the Administrative Agent, provided, however, that the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply. Notwithstanding the immediately preceding sentence, other than in addition to such regular monthly certificatesconnection with (i) Permitted Overadvances and (ii) a Conforming DIP, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) Administrative Agent and the Lenders will not waive any condition in this Section 4.02 or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement make any Credit Extension if such Persons have actual knowledge that the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant Loan Parties would breach Section 6.11 after giving effect to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount applicable extension of any Borrowing Base Deficiencycredit. The Borrowing Base Certificate immediately preceding sentence shall (A) certify that none not be amended without the consent of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amounteach Term Loan Lender. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to the100

Borrowing Base Certificate. On Should borrowing(s) under the Closing Date Loan exceed One Million Five Hundred Thousand and 00/100 ($1,500,000.00) Dollars, any borrowing over that threshold amount shall require Borrower’s submission to Bank and Bank’s satisfactory review and approval of borrowing base certificate(s) both upon the initial advance request and continuing quarterly thereafter as long as there is an outstanding balance under the Loan. Advance(s) made pursuant to submission(s) of borrowing base certificate(s) shall be limited to seventy five percent (75%) of Borrower’s eligible accounts receivable. The term, “eligible accounts receivable” shall mean accounts receivable of Borrower meeting all of the following specifications: (i) the account receivable is lawfully and exclusively owned by Borrower and subject to no later lien or security interest (other than the 25th day Lender’s security interest(s)) and Borrower has the right of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders assignment thereof and the Agent under power to grant a security interest therein; (ii) the Notes account receivable is valid and other Loan Documentsenforceable representing the undisputed indebtedness of an account debtor, termination provided that it is not due or expiry of all outstanding Letters of Credit and termination of unpaid for more than (a) ninety (90) days after the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case of the Borrowing Base Certificate delivered on the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), original invoice due date and (4b) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed represent a rebilling in each case; (iii) not more than fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if balance of all accounts receivable owing from an account debtor obligated on the portion account receivable are outstanding more than ninety (90) days past their original invoice due dates; (iv) the amount of the Borrowing Base attributable to the Rotables does exceed fifty percent account receivable, when aggregated with all other accounts receivable of such account debtor, is less than twenty five (5025%) of the aggregate Borrowing Baseface value of all accounts receivable of Borrower then outstanding; (v) the account receivable is not subject to any defense, set-off, or counterclaim, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kind; (vi) the account receivable is net of any portion of the Borrowing Base thereof attributable to the Rotables sale of goods that have been returned, rejected, lost or damaged; (vii) if the account receivable arises from the sale of goods by Borrower, such sale was an absolute sale and not on consignment or on approval or on a sale-or-return basis nor subject to any other repurchase or return agreement, and such goods have been shipped to the account debtor or its designee; (viii) if the account receivable arises from the performance of services, such services have actually been performed; (ix) the account receivable arose in the ordinary course of Borrower's business; (x) no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the account receivable debtor has been received by Bank or Borrower; (xi) the account receivable is an account receivable for which Bank believes that the validity, enforceability or collection of the account receivable is not invalid or otherwise impaired; (xii) the account debtor is not a subsidiary or an affiliate of Borrower; (xiii) the sale does not represent a sale pursuant to a government contract unless Borrower has complied, for the benefit of Bank, with the Assignment of Claims Act; (xiv) the account receivable is not an account receivable of a debtor having its principal place of business or executive office outside the United States, unless the payment of such certificate account receivable is guaranteed by an irrevocable letter of credit issued by a domestic bank satisfactory to the Bank or by credit insurance, satisfactory to Bank; (xv) the account receivable is not an account on which the account receivable debtor is obligated to Borrower under any instrument (as that term is defined by the New Jersey Uniform Commercial Code (Title 12A of New Jersey Statutes) as amended from time to time; (xvi) the transaction which gave rise to the account receivable complies in all material respects with all applicable laws, rules and regulations of any governmental authority; and (xvii) the account receivable meets such other reasonable specifications and requirements which may from time to time be established by Bank. Eligible accounts receivable shall not include that portion of an account receivable representing interest or finance charges for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thepast due balances or debit memos.

Borrowing Base Certificate. On the Closing Date Borrowers shall calculate Borrowing Base and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder Availability and all other amounts payable deliver to the Lenders Administrative Agent (and the Administrative Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the shall promptly deliver same to Lenders, the Company shall deliver ) a Borrowing Base Certificate (a) no later than five (5) days following the last day of each calendar month during the term hereof (a “Payment Date Borrowing Base Certificate”), showing valuations as of the close of business of the last day of the calendar month just ended, (b) within three (3) Business Days of any event or circumstance in which an Approved Financing has become a Zero Value Approved Financing, showing valuations as of the date such Approved Financing became a Zero Value Approved Financing, (c) within three (3) Business Days following any other demand by Administrative Agent (which may be requested up to one (1) time per week), showing valuations as of the date of demand, (d) on the date on which any Notice of Borrowing is delivered or as otherwise required pursuant to Section 4.1.1, showing valuations as of a date not more than five (5) Business Days (or two (2) Business Days in respect of a Fixed Rate Loan) earlier than the actual date of Advance, (e) within three (3) Business Days after any Removal Date, or (f) upon Borrowers’ request for an Additional Collateral Event, showing valuations as of a date not more than five (5) Business Days prior to the Agent relating to the then most recently ended month (except solely actual inclusion of such Approved Financing in the case of the Borrowing Base Certificate delivered on the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii)Base. Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens include a valuation of the Security Agreements, (2) state Approved Financings taking into account the portion benefit of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated any Permitted Interest Rate Hedge Agreement pursuant to a methodology to be agreed among Administrative Agent and Borrowers at the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base time such Permitted Interest Rate Hedge Agreement is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theentered into.

Borrowing Base Certificate. On the Closing Date and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company Borrower shall deliver a Borrower Base Certificate to Lender within 30 days after each month end in the form attached hereto as Exhibit "A" and incorporated herein by this reference. Advances on the Loan shall be limited to the amounts provided in the current Borrowing Base Certificate up to a maximum outstanding at any time of no more than $10,000,000. MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the Agent relating to the then most recently ended month (except solely extent allowed by law, waive presentment, demand for payment, protest and notice of dishonor. Upon any change in the case terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the Borrowing Base Certificate delivered on the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at collateral; and take any other datesaction deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. PRIOR TO SIGNING THIS AGREEMENT, relate to October BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE AGREEMENT. BORROWER: Transcrypt International, Inc. By: /S/ JOHN X. XXXXXX ------------------------------- John X. Xxxxxx, Xxairman TRANSCRYPT INTERNATIONAL, INC. BORROWING BASE CERTIFICATE PERIOD ______________ To: Stevx Xxxxx U.S. Bank, N.A. 233 Xxxxx 00xx Xxxxxx Xxxxxxx, XX 00000 Xxder the provisions of a Security Agreement between Transcrypt International, Inc. and U.S. Bank, N.A., covering accounts, inventory, equipment and general intangibles dated December 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base following is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thesubmitted:

Borrowing Base Certificate. On Within ten (10) days of the Closing Date and no later than the 25th day end of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable calendar month, the Borrowers shall deliver to the Lenders and the Administrative Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a an updated Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true and correct (i) setting forth a calculation of the Agent relating to the then most recently ended month (except solely Available Commitment as of such date of delivery, and, if included in the case Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of the Borrowing Base Certificate delivered on the Closing DateInvestor Capital Commitments from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor and (ii) certifying that no Default or Event of Default exists, which or specifying any such Borrowing Base Certificate shall, except for Fair Market Values Default or Event of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997)Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in addition connection with any new Borrowing (and shall be attached to the related Request for Borrowing and shall give pro forma effect to such regular monthly certificatesnew Borrowing); (ii) within three (3) Business Days of the issuance of Investor Capital Calls to Investors (delivered to the Administrative Agent along with a summary of such Investor Capital Calls and calculated after giving effect to the related Investor Capital Contributions requested by such Investor Capital Calls); (iii) promptly following a transfer of any Included Investor’s, Investor Capital Commitment (other than in the Company shall also deliver case of a transfer from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor, unless such transfer will result in a Borrowing Base Certificates when requireddeficiency or cause all transfers for such month to equal 1% or more of the aggregate Investor Capital Commitments, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each in which case such updated Borrowing Base Certificate shall replace be delivered and supersede for all purposes any mandatory prepayment required CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 by this Credit Agreement shall be made, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of this Agreement the (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long as such Exclusion Event will result in a Borrowing Base Certificate then most recently delivered. Such deficiency or cause all Exclusion Events for such month to equal 1% or more of aggregate Investor Capital Commitments (in which case, such updated Borrowing Base Certificate shall be delivered and any mandatory prepayment required by this Credit Agreement shall be made) and otherwise, Exclusion Events may be reported (and a updated Borrowing Base Certificate provided) within ten (10) days of the end of each calendar month or (b) the reduction of any Investor’s Investor Capital Commitment in accordance with the terms of this Credit Agreement; provided, however, that notwithstanding anything to the contrary in this Credit Agreement or any other Loan Document, the Borrower is not required to monitor the Ratings of Included Investors, and the Administrative Agent will monitor such Ratings and may adjust the Borrowing Base if the Rating of any Rated Included Investor is downgraded by providing notice to the Borrowers at least one (1) state each component of Borrowing Base Collateral then subject to perfected Liens Business Day in advance of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any effective date of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theadjustment.

Borrowing Base Certificate. On (i) each Business Day, current as of the Closing Date close of business on the immediately preceding Business Day (except (A) the Accounts and no later than Inventory of Crave Entertainment Group, Inc. and its Subsidiaries, which shall be current as of the 25th close of business on the second preceding Business Day, (B) the Accounts of Xxxxxxxxx UK Limited, which shall be current on a weekly basis and (C) the accounts payable aging report of each Credit Party, which shall be current on a weekly basis), (x) a Borrowing Base Certificate, supported by schedules showing the derivation thereof and containing such detail and other information as the Administrative Agent may reasonably request from time to time, (y) an Accounts aging report of each Credit Party (collectively and by individual customer), and (z) an accounts payable aging report of each Credit Party (collectively and by individual vendor); and (ii) the twentieth day of each month thereafter until payment Fiscal Month, or if such date is not a Business Day, the next succeeding Business Day, a final Borrowing Base Certificate, current as of all Loans outstanding hereunder the close of business on the last Business Day of the immediately preceding Fiscal Month, supported by schedules showing the derivation thereof and all other amounts payable to the Lenders and the Agent under the Notes containing such detail and other Loan Documentsinformation as Agents may reasonably request from time to time, termination or expiry of together with all outstanding Letters of Credit and termination of accrual updates since the Commitments of the Lenders, the Company shall deliver a previous Borrowing Base Certificate delivered pursuant to this clause (ii); provided that (A) (1) the Agent relating to the then most recently ended month (except solely Working Capital Borrowing Base set forth in the case of the Borrowing Base Certificate delivered on shall be effective from and including the Closing Date, which date such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined is duly received by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Agents but not including the date on which a subsequent Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral is received by the formula stated in Agents, unless the definition of Borrowing Base, (3) state Agents dispute the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount eligibility of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral property included in the calculation of the Working Capital Borrowing Base is subject to an Event or the valuation thereof, and (2) in the event of Loss, Event any dispute about the eligibility of Damage, Repairable Event or Adjustment Event or, if any property included in the calculation of such the Working Capital Borrowing Base Collateral is subject to an Event of Lossor the valuation thereof, Event of Damagethe Agents’ good faith business judgment shall control, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in for the period from September 19, 2008 (the “Start Date”) until October 1, 2008 (the “End Date”), the following adjustments shall be made to the calculation of the Working Capital Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(eBase: (x) orthe amount of “Eligible Accounts” shall be determined on the Start Date and reduced on a daily basis by the amount of Cash received by the Credit Parties on each such day until the End Date, if the Company cannot so certify, contain the exclusion required by such subsection and (Cy) certify the percentage of Accounts that do not constitute “Eligible Accounts” shall be determined on the portion of Start Date and deemed to apply until the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theEnd Date;”

Borrowing Base Certificate. On the Closing Date and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case of the Borrowing Base Certificate delivered on the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other datesdates as provided herein, relate to October 31November 29, 19971999); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when -57- 65 required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii3.2(A)(ii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thethe extent that the timing of such procedures may be shortened pursuant to subsection 2.4B(iii)(1)(d). The Borrowing Base Certificate shall be certified to be true and accurate by a Responsible Officer of the Company. Notwithstanding any Borrowing Base Certificate delivered by the Company, in the event of any dispute between the Company and the Agent regarding the then Outstanding Amounts, the records of the Agent shall determine such Outstanding Amounts, absent manifest error.

Borrowing Base Certificate. (i) On the Closing Date and no Effective Date, (ii) not later than 5:00 P.M. (New York time) on or before the 25th 15th day of each month thereafter until payment of all Loans outstanding hereunder and all (or at such other amounts payable to times as the Lenders and Administrative Agent may reasonably request), (iii) at the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination time of the Commitments consummation of a Permitted Acquisition, (iv) not later than 5:00 P.M. (New York time) on or before each Wednesday on a weekly basis during a Compliance Period or after the Lendersoccurrence and during the continuance of an Event of Default, (v) at the time of consummation of any Asset Sale (or series of contemporaneous or related Asset Sales) of assets with a book value which is equal to or greater than $25,000,000 or the Equivalent Amount thereof and (vi) at such other times as US Company may elect (provided that if US Company elects to deliver a borrowing base certificate at any other time pursuant to this clause (vi), US Company shall deliver a borrowing base certificate on a weekly basis for the 60 day period following such delivery), a borrowing base certificate setting forth the Borrowing Base Certificate to (in each case with supporting calculations in reasonably detail) substantially in the Agent relating to the then most recently ended month form of Exhibit P (except solely each, a “Borrowing Base Certificate”), which shall be prepared (A) as of February 28, 2019 in the case of the initial Borrowing Base Certificate and (B) as of the last Business Day of the preceding month in the case of each subsequent Borrowing Base Certificate (but adjusted, in the case of a Borrowing Base Certificate delivered on the Closing Datein connection with a Permitted Acquisition, which to reflect any Eligible Accounts, Eligible Inventory, Eligible Machinery and Equipment and Eligible Real Property acquired by a Borrowing Base Party pursuant to such Permitted Acquisition) (or, if any such Borrowing Base Certificate shallis delivered more frequently than monthly, except for Fair Market Values as of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to the last Business Day of the week preceding such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(viidelivery). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain include the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Lossthen applicable, Event of Damage, Repairable Damage or Adjustment Event marked-to-market Swap Termination Value which the Borrower intends be treated as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate a Qualified Swap Termination Value for purposes of calculating Section 5.03(d), and all such supporting information as may be reasonably requested from time to time by the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theAdministrative Agent.

Borrowing Base Certificate. On the Closing Date and no Each Borrower shall submit to Lender a ---------------------------- Borrowing Base Certificate, properly completed, (i) not later than the 25th fifth day of each month thereafter until payment month, which Borrowing Base Certificate shall state the Facility A Borrowing Base and the Facility B Borrowing Base as of all Loans outstanding hereunder the last day of the immediately preceding month, and all other amounts payable shall be obligated to submit Borrowing Base Certificates more frequently (if so requested by Lender) at any time that a Default, Event of Default or Out-of-Formula Condition exists; (ii) on each date that a Borrower submits to Lender a notice of intention to borrow pursuant to the Lenders provisions of Section 4.1.1(i) hereof, which Borrowing Base Certificate shall state the amount of the Facility A Borrowing Base and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination Facility B Borrowing Base as of the Commitments close of business of the LendersBusiness Day immediately preceding the date of such notice; and (iii) on each date that a Borrower requests Lender to release any Collateral pursuant to Section 4.5.1 hereof, which shall state the Company shall deliver amount of the Facility A Borrowing Base and Facility B Borrowing Base after giving effect to such release. On each date that a Borrower submits a Borrowing Base Certificate to the Agent relating Lender, each Borrower shall be deemed to have warranted and represented to Lender that, to the then most recently ended month (except solely in best of such Borrower's knowledge, the case information contained therein is true and correct and that all of the Borrowing Base Certificate delivered on the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace A&D Loans and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral Hypothecation Loans included in the calculation calculations set forth therein constitute Eligible Loans and all of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) Hypothecation Borrowers and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theA&D Borrowers included therein are Eligible Borrowers.

Borrowing Base Certificate. On Within two (2) Business Days after the Closing Date and no later than the 25th day end of each month thereafter until payment week, and at any time after the occurrence of all Loans outstanding hereunder and all other amounts payable an Event of Default, within twenty-four (24) hours of any request of the Agent, Atlantic, Lyon, the Atlantic Agent, the Lyon Agent or any Lender, the Borrower shall deliver or cause the Administrator to deliver to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to dated as of the Agent relating to the then most recently ended month (except solely end of each such week and in the case of a request by the Borrowing Base Certificate delivered on the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificatesAgent, the Company shall also deliver Borrowing Base Certificates when requiredAtlantic Agent, pursuant to subsection 2.4B(iii)(1)the Lyon Agent, 2.10B(ii)(1) Atlantic, Lyon or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens any Lender, as of the Security Agreements, (2) state the portion date of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiencysuch request. The Borrowing Base Certificate shall shall: (A) certify that none of the Borrowing Base Collateral included be substantially in the calculation form of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, EXHIBIT B attached hereto; (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection information identified therein; and (C) certify contain a certification by the Administrator, signed by an Authorized Signatory, that the portion information set forth therein is true and complete and, in the case of the a week-end Borrowing Base attributable Certificate, that no Default or Event of Default then exists. Failure to Rotables stated in provide the Borrowing Base Certificate does not exceed fifty percent (50%as required hereunder shall be deemed to be a payment default pursuant to SECTION 9.1(B) hereof but without any grace period. In the event that the Borrower or the Administrator shall deliver to the Agent a Borrowing Base Certificate indicating, among other things, that the Outstanding Credit exceeds any of the aggregate Borrowing Base stated in such certificate of the outstanding Loans, the Commitments or that, if the portion Program Limit or that the outstanding principal amount of any Loan exceeds the Borrowing Base attributable for such Loan, the Lenders shall be under no obligation to make any Loans (and the Borrower shall not request any Loan) until, provided all other terms and conditions set forth herein have been satisfied, the Borrower or the Administrator delivers to the Rotables does exceed fifty percent (50%) of Agent, a Borrowing Base Certificate which indicates that the aggregate Borrowing BaseBase for all outstanding Loans exceeds the Outstanding Credit, that the portion of Commitments and the Program Limit each exceed the Outstanding Credit and that the Borrowing Base attributable to for each Loan exceeds the Rotables in outstanding principal amount of such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theLoan.

Borrowing Base Certificate. On the Closing Date Unless otherwise agreed, at least weekly, and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder at such other times as Lender may request, Borrower shall execute and all other amounts payable deliver to the Lenders and the Agent under the Notes and other Loan DocumentsLender, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lendersin form satisfactory to Lender, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case setting forth a certification of Eligible Receivables and Eligible Inventory, and calculation of the Borrowing Base Certificate delivered on the Closing DateBase, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined in form prescribed by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii)Lender. Each Borrowing Base Certificate shall replace and supersede for all purposes include a reconciliation of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base as certified in the most recent Borrowing Base Certificate delivered to Lender, and be accompanied by such documents and supporting information relating to Eligible Receivables and Eligible Inventory as Lender may request. Borrower and each Guarantor shall maintain and shall furnish to Lender at Lender's request, such supporting documents or copies as Lender may require including, but not limited to: a schedule of Eligible Receivables created, and Eligible Inventory purchased and received, since the previous Borrowing Base Certificate delivered to Lender; copies of invoices and supporting delivery or service records in connection therewith; a schedule of collections received; copies of credit memos or other advices of credit or reductions against amounts previously billed; and such other reports as Lender may request from time to time. If any of such records or reports are prepared by an accounting service, or other agent, Borrower and each Guarantor hereby authorize such service or agent to deliver such records, reports and related documents to Lender. Lender may exhibit a copy of this Agreement to any such service or agent and such service or agent is irrevocably authorized to rely on the provisions hereof in providing such documentation to Lender. Each Borrowing Base Certificate shall bear a signed statement by an authorized officer of Borrower and each Guarantor certifying the accuracy and completeness of all information included therein and shall incorporate therein by reference, as if fully set forth therein, all the terms and provisions hereof. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute an agreement, representation and warranty to Lender by Borrower and each Guarantor that, except for the security interest of Lender therein: it is the sole owner of and has full unrestricted power to grant to Lender a continuing security interest and lien in and to all Collateral included therein free from any lien, security interest or encumbrance; each account included therein is in existence, unconditional and valid, and arose from a bona fide outright sale of Inventory in the ordinary course of business for liquidated amounts as set forth in the Borrowing Base Certificate, and such Inventory has been delivered or provided to the respective account debtors; no account included therein arose in connection with a contract or assignment which purports to make an assignment or security interest therein void or conditions such assignment or security interest on consent of the account debtor; no account is subject to an Event any sale, assignment, claim or security interest of Loss, Event of Damage, Repairable Event any character and it will not make any sale or Adjustment Event other assignment thereof or, if subject to Permitted Liens, create any of such Borrowing Base Collateral other security interest therein; it has not received any notice or other communication, and has no knowledge, that any account is subject to an Event any claim for credit, deduction, allowance, extension or adjustment, defense, dispute, setoff or counterclaim, except for discounts for early payment allowed in the ordinary course of Loss, Event business as previously disclosed to Lender and as reflected on the face of Damage, Repairable Damage or Adjustment Event, the invoice evidencing such account; all Inventory reflected in such Borrowing Base Certificate shall contain is held for sale in the relevant exclusions for ordinary course of its business, and no such Inventory is located at any location in breach of the requirements of this Agreement and no negotiable documents have been issued in respect of any such Inventory; and no Inventory reflected in such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, Certificate is returned Inventory (B) certify that no reduction other than Inventory which is returned in the Borrowing Base ordinary course of business and which is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required in condition which is immediately resalable by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated Borrower in the Borrowing Base Certificate does not exceed fifty percent (50%ordinary course of business) of the aggregate Borrowing Base stated unless otherwise disclosed to Lender in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thewriting.

Borrowing Base Certificate. On Delivery of a Borrowing Base Certificate. Notwithstanding anything to the contrary herein or otherwise, to the extent any Collateral (including the perfection of any security interest therein) or any insurance certificate or endorsement is not or cannot be provided on the Closing Date (other than (A) the pledge and no later than perfection of security interests, to the 25th day of each month thereafter until payment of all Loans outstanding extent required hereunder and all under the US Guarantee and Collateral Agreement, in the Capital Stock of the Initial Borrower and the Subsidiaries of Holdings organized under the laws of the United States, Canada or any State, Province, Territory or other amounts payable sub-division thereof with respect to which a Lien may be perfected by the delivery of a certificate representing such Capital Stock, if any, and which have been delivered to Holdings under the terms of the Purchase Agreement, (B) the pledge and perfection of security interests in Collateral with respect to which a Lien may be perfected by the filing of financing statements under the Uniform Commercial Code or the Personal Property Security Act in the office of the Secretary of State (or equivalent filing office of the relevant State, Province or Territory of the respective jurisdiction of organization of the Initial Borrower or any Guarantor) and (C) the pledge and perfection of security interests in Collateral consisting of Intellectual Property held by any Loan Party, with respect to which IP Security Agreements are required to be filed under the US Guarantee and Collateral Agreement or any Canadian Guarantee and Collateral Agreement), in each case after Holdings’ and the Initial Borrower’s use of commercially reasonable efforts to do so, then the providing of any such Collateral (or the perfection of any security interest therein) or such insurance certificate or endorsement shall not constitute a condition precedent to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination availability of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case of the Borrowing Base Certificate delivered Revolving Credit Facility on the Closing Date, which such Borrowing Base Certificate shallbut may instead be provided after the Closing Date in accordance with Section 5.14 (this paragraph, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificatescollectively, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1“Limited Conditionality Provision”), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to the.

Borrowing Base Certificate. (v) On the Closing Date and no later than Date, (w) within 20 days after the 25th last day of each month thereafter until payment Fiscal Month ending after the Closing Date, (x) by 5:00 p.m. (New York City time) on the third Business Day of all Loans outstanding hereunder each week (a) following the occurrence and all other amounts payable during the continuance of a Specified Default or (b) during the continuance of a Dominion Period, in each case, on a weekly basis until, as applicable, such Specified Default is cured or waived in accordance with the terms of this Agreement or such Dominion Period has terminated, (y) within three Business Days after the consummation of any Asset Sale in respect of any Eligible Accounts and/or Eligible Inventory that are (or would have otherwise been) included in computation of the Aggregate Borrowing Base (including the sale of any Capital Stock of any Credit Party or any Restricted Subsidiary ceasing to be a Credit Party, in either case, to the Lenders extent such entity owns any Eligible Accounts or Eligible Inventory) and (z) within three Business Days after any Recovery Event occurs which decreases the Agent under the Notes and other Loan Documents, termination Eligible Inventory that are (or expiry of all outstanding Letters of Credit and termination would have otherwise been) included in computation of the Commitments of the LendersAggregate Borrowing Base, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month Certificate, which shall be prepared (except solely A) in the case of the initial Borrowing Base Certificate, as of Xxxxx 00, 0000, (X) as of the last day of the preceding Fiscal Month, in the case of each subsequent Borrowing Base Certificate delivered on in accordance with preceding sub-clause (w), (C) as of the Closing Datelast Business Day of the preceding calendar week, which such in the case of each subsequent Borrowing Base Certificate shalldelivered in accordance with the preceding sub-clause (x), except for Fair Market Values (D) as of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition the last day of the preceding Fiscal Month calculated on a pro forma basis after giving effect to such regular monthly certificates, Asset Sale and setting forth the Company shall also deliver value of the Eligible Accounts and Eligible Inventory previously included in the Aggregate Borrowing Base Certificates when requiredand disposed of in such Asset Sale, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each in the case of each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated delivered in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the accordance with preceding sub-clause (2y), and (4E) state as of the then Outstanding Amounts last day of the preceding Fiscal Month calculated on a pro forma basis after giving effect to such Recovery Event and setting forth the amount value of any the Eligible Inventory previously included in the Aggregate Borrowing Base Deficiency. The and subject to such Recovery Event, in the case of each Borrowing Base Certificate shall delivered in accordance with preceding sub-clause (A) certify that none of the Borrowing Base Collateral included z), together with, in the calculation of the Borrowing Base is subject to an Event of Losseach case, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) additional schedules and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify other information that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theCo-Collateral Agents may reasonably request;

Borrowing Base Certificate. On a certificate of a Responsible Officer of Borrower Representative substantially in the Closing Date and no later than the 25th day form of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable Exhibit E to the Lenders and Agreement (or another form acceptable to Agent) setting forth the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination calculation of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case Base. All calculations of the Borrowing Base Certificate delivered on in connection with the Closing Date, which such preparation of any Borrowing Base Certificate shallshall originally be made by Borrowers and certified to Agent; provided that Agent shall have the right to review and adjust, except in the exercise of its Reasonable Credit Judgment, any such calculation after giving notice thereof to Borrowers, to the extent that Agent determines that such calculation is not in accordance with the Agreement. Business Day – any day, excluding that is not a Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or California or is a day on which banking institutions located in such state are closed; provided that with respect to determinations in connection with, and payments of principal and interest on, LIBOR Portions, such day is also a LIBOR Business Day.or other day on which the Federal Reserve Bank of New York is closed. Capital Expenditures – expenditures made or liabilities incurred for Fair Market Values the acquisition of any Eligible Assets determined by Approved Appraisers as at any other datesfixed or capital assets or improvements, relate to October 31replacements, 1997)substitutions or additions thereto which have a useful life of more than one year, including the total principal portion of Capitalized Lease Obligations; provided, however, that Capital Expenditures shall not include (a) expenditures to the extent they are paid with the proceeds of insurance settlements, condemnation awards, and other settlements in addition to such regular monthly certificatesrespect of lost, the Company shall also deliver Borrowing Base Certificates when requireddestroyed, pursuant to subsection 2.4B(iii)(1)damaged, 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreementscondemned fixed or capital assets, (2b) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant expenditures to the preceding clause (2)extent they are financed with the proceeds of a sale or other disposition of fixed or capital assets that is expressly permitted under the Agreement, and (4c) state expenditures made in connection with the then Outstanding Amounts and the amount construction of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none fixed or capital asset if the applicable Borrower intends to consummate a sale and leaseback transaction of such asset permitted under the Agreement within six months of the Borrowing Base Collateral included completion of such construction; provided that if such sale and leaseback transaction is not consummated within such time period, then all such expenditures will constitute Capital Expenditures in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of period in which such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thesix-month period ends.

Borrowing Base Certificate. On Furnish to the Closing Date and Revolving Administrative Agent, no later than (a) four (4) Business Days after the 25th day end of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable calendar week (each calendar week deemed, for purposes hereof, to the Lenders and the Agent under the Notes and other Loan Documentsend on a Friday), termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a completed Borrowing Base Certificate to showing the Agent relating to Borrowing Base as of the then most recently ended month close of business on the Friday of such calendar week at all times when Revolving Credit Facility Availability is less than the greater of (except solely in i) the case lesser of (A) 12.5% of the aggregate Revolving Credit Commitments at such time and (B) 12.5% of the Borrowing Base Certificate delivered on at such time and, (ii) $68,750,000, (b) eleven (11) Business Days after the Closing Dateend of each fiscal month, which such a completed Borrowing Base Certificate shallshowing the Borrowing Base as of the close of business on the last day of such fiscal month, except for Fair Market Values of any Eligible Assets determined and (c) if requested by Approved Appraisers as the Revolving Administrative Agent, at any other dates, relate to October 31, 1997); provided, however, time when the Revolving Administrative Agent reasonably believes that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each then existing Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement is materially inaccurate, as soon as reasonably available but in no event later than eleven (11) Business Days after such request, a completed Borrowing Base Certificate showing the Borrowing Base Certificate then most recently delivered. Such as of the date so requested, in each case with supporting documentation and additional reports with respect to the Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of as the Security Agreements, (2) state the portion Revolving Administrative Agent may reasonably request. The components of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition consisting of Borrowing Base, (3) state the Borrowing Base by aggregating each inventory shall be updated monthly as of the values stated pursuant to close of business on the preceding clause (2), and (4) state last Business Day of each fiscal month. Concurrent with the then Outstanding Amounts and the amount delivery of any Borrowing Base Deficiency. The each Borrowing Base Certificate shall (Aor such later time as the Revolving Administrative Agent may agree) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) orthis Section 5.12, if the Company cannot so certifyBorrower shall deliver, contain for the exclusion required period covered by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, a report setting forth (i) the Company shall use Receivables sold by the Borrower and its normal accounting procedures except Subsidiaries to theeach Auto Supplier Support Program SPV during such period and (ii) an aging analysis, as of the end of such period, with respect to receivables then owing to the Borrower and its Subsidiaries by each Auto Supplier Support Program SPV.

Borrowing Base Certificate. On the Closing Date and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a A Borrowing Base Certificate substantially in the form of Exhibit I as of the date required to be delivered or so requested, in each case with supporting documentation (including, without limitation, the documentation described in Schedule 1 to Exhibit I) shall be furnished to the Agent relating Administrative Agent: (i) as soon as available and in any event prior to the then most recently ended month Initial Extension of Credit, (except solely in ii)(A) after the case Initial Extension of Credit, on or before the 15th day following the end of each fiscal month, which monthly Borrowing Base Certificate delivered on shall reflect the Closing Date, which Inventory updated as of the end of each such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that month Dxxx—Revolving Credit and Guaranty Agreement and (B) in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when requiredCertificates, pursuant to subsection 2.4B(iii)(1)(x) upon the occurrence and continuance of an Event of Default or if Availability is less than $200,000,000, 2.10B(ii)(1) on or 3.3(vii). Each before the third Business Day following the end of each week, which weekly Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement reflect the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens Accounts updated as of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant immediately preceding Thursday; provided that if Availability is equal to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Eventgreater than $250,000,000 for three consecutive Business Days, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required be delivered pursuant to subsection 2.4B(iii)(1)(eclause (ii)(A) or, if the Company cannot so certify, contain the exclusion required by such subsection herein and (Cy) certify at the option of the Borrower, weekly updates of Accounts, certified by a Responsible Officer, and (iii) if requested by the Administrative Agent at any other time when the Administrative Agent reasonably believe that the portion of the Borrowing Base attributable to Rotables stated in the then existing Borrowing Base Certificate does is materially inaccurate, as soon as reasonably available after such request, in each case with supporting documentation as the Initial Lenders may reasonably request (including without limitation, the documentation described on Schedule 1 to Exhibit I). Documents required to be delivered pursuant to Section 5.01 or this Section 5.03 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date of receipt by the Administrative Agent irrespective of when such document or materials are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website (the “Informational Website”), if any, to which each Lender and the Agents have unrestricted access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the accommodation provided by the foregoing sentence shall not exceed fifty percent (50%) impair the right of the aggregate Borrowing Base stated Administrative Agent to request and receive from the Loan Parties physical delivery of any specific information provided for in such certificate Section 5.01 or thatthis Section 5.03. Other than with respect to the bad faith, if gross negligence or willful misconduct on the portion part of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) Lead Arrangers, Agents or Lenders, none of the aggregate Borrowing BaseLead Arrangers, Agents or the portion Lenders shall have any liability to any Loan Party, each other or any of their respective Affiliates associated with establishing and maintaining the security and confidentiality of the Borrowing Base attributable to Informational Website and the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theinformation posted thereto.

Borrowing Base Certificate. (i) On the Closing Date and no (ii) not later than 5:00 P.M. (New York time) on or before the 25th day 15th Business Day of each fiscal month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documentsthereafter, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver (A) a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case of borrowing base certificate setting forth the Borrowing Base Certificate delivered on (in each case with supporting calculations in reasonable detail) substantially in the Closing Dateform of Exhibit I (each, which such a “Borrowing Base Certificate shallCertificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, except (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules (“A/P Agings Report”) inclusive of reconciliations to the general ledger, (D) screenshots of balances for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at the prior month with respect to the Collection Accounts and Concentration Accounts (and any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established depository accounts reasonably requested by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2Agent), and (4E) state the then Outstanding Amounts and the amount Inventory reports, each of any Borrowing Base Deficiency. The Borrowing Base Certificate which shall (A) certify that none be prepared as of the Borrowing Base Collateral included in the calculation last Business Day of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of fiscal month immediately preceding such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, required delivery. Each such Borrowing Base Certificate shall contain include such supporting information as may be reasonably requested from time to time by the relevant exclusions for any such Borrowing Base Collateral Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of LossDefault shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of DamageDefault communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, Repairable Damage or Adjustment Event as required amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by subsections 2.4B(iii)(1) the Borrower Agent and 2.10A hereof, (B) certify that no reduction delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion maintaining records of the Borrowing Base attributable Collateral, and any Loan Party’s failure to Rotables stated in the Borrowing Base Certificate does deliver any of such items to Administrative Agent shall not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate affect, terminate, modify or that, if the portion of the Borrowing Base attributable otherwise limit Administrative Agent’s Lien with respect to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing BaseCollateral. Unless otherwise agreed to by Administrative Agent, the portion items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base CertificateApproved Electronic Communication (including, the Company shall use its normal accounting procedures except to thewithout limitation, by email).

Borrowing Base Certificate. On the Closing Date and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable As soon as available but in any event on or prior to the Lenders and 15th Business Day following the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination end of the Commitments previous fiscal quarter, beginning with the first fiscal quarter ending after the Amendment No. 4 Effective Date (or, upon the occurrence and during the continuance of a Monthly Reporting Period, prior to the 15th Business Day following the end of the Lendersprevious fiscal month beginning with the first fiscal month ending after the Restatement Effective Date), the Company shall deliver a Borrowing Base Certificate to as of the Agent relating to close of business on the then most recently ended month last day of the immediately preceding fiscal month,quarter (except solely or fiscal month, if applicable), substantially in the case form of Exhibit N hereto; provided that the Borrower may elect to deliver the Borrowing Base Certificate delivered on a more frequent basis but if such election is exercised, it must be continued until the Closing Date, which date that is 30 days after the date of such election (with a frequency equal to that of the initial additional Borrowing Base Certificate shall, except delivered by the Borrower for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997such period); provided, howeverfurther, that in addition to such regular monthly certificatesupon the commencement and during the continuance of a Weekly Reporting Period, the Company Borrower shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each a Weekly Borrowing Base Certificate shall replace and supersede for all purposes such supporting information on Wednesday of this Agreement each week (or if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday; provided, further, that upon the sale or other disposition of Collateral of any Credit Party included in the Borrowing Base Certificate then most recently delivered. Such outside of the ordinary course of business yielding net cash proceeds of $50,000,000 or more, the Borrower shall also furnish an updated Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens giving pro forma effect thereto promptly upon the receipt of the Security Agreementsnet cash proceeds from such sale or other disposition. Documents required to be delivered pursuant to clauses (a), (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2b), and (4g) state of this Section 9.1 (to the then Outstanding Amounts extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided that (A) certify that none the Borrower shall, at the request of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject Administrative Agent, continue to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any deliver copies (which delivery may be by electronic transmission) of such Borrowing Base Collateral is subject documents to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) Administrative Agent and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(eBorrower shall notify (which notification may be by facsimile or electronic transmission) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion Administrative Agent of the Borrowing Base attributable to Rotables stated posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Borrowing Base Certificate does not exceed fifty percent (50%) Administrative Agent and maintaining its copies of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amountdocuments. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to the-114-

Borrowing Base Certificate. On (i) As soon as available, but in any event within twenty (20) days after (x) if the Closing Date Borrowing Base Threshold is satisfied, the end of the current calendar quarter and no later than (y) if the 25th day Borrowing Base Threshold is not satisfied, the end of the current month, a Borrowing Base Certificate, together with a Back-Log Spreadsheet and a Take-Out Spreadsheet, providing, as of the end of the prior month, (A) megawatts installed, (B) megawatts added, (C) net megawatts backlog, (D) megawatts terminated, (E) the Borrowing Base, (F) the Total Outstandings, (G) the Unencumbered Liquidity, (H) any contracts included in Project Back-Log that are ineligible for Tranching of Projects under any open Tax Equity Partnership (including the number, face value and reasons for rejection), (I) the NYGB Borrowing Base, (J) the Revolving Exposure of NYGB and of each month thereafter until payment of all Loans outstanding hereunder other Lender, (K) the NYGB Borrowing Base Availability and all (L) such other amounts payable to supporting information as reasonably requested by the Lenders and Administrative Agent, the Collateral Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, each prepared as at the Company shall deliver end of such month, duly certified by a Responsible Officer that is the chief executive officer, chief financial officer, treasurer or controller of the Borrower. Notwithstanding the foregoing, in the event of a Borrowing Base Certificate Deficiency, for the period during which the Borrowing Base Deficiency exists, the Loan Parties shall deliver to the Administrative Agent, the Collateral Agent relating to and the then most recently ended month Lenders such Borrowing Base Certificate on a bi-weekly basis. (except solely in the case of the ii) Together with each Borrowing Base Certificate delivered on pursuant to Section 6.02(m)(i) above, or more frequently as requested by the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificatesAdministrative Agent, the Company shall also deliver Borrowing Base Certificates when requiredCollateral Agent or the Required Lenders, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none the monthly or quarterly, as applicable, aging of the Borrowing Base Collateral included in the calculation accounts receivable and accounts payable of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereofLoan Parties, (B) certify that no reduction in an aged listing of accounts related to the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) orEligible Direct Payment Receivables, if the Company cannot so certifyEligible Customer Upfront Payment Receivables, contain the exclusion required by such subsection Eligible Trade Accounts and the Eligible Project Back-Log and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thean Inventory report.

Borrowing Base Certificate. (i) On the Closing Date and Restatement Effective Date, (ii) not later than 5:00 P.M. (New York time) on or before the 10th Business Day of each calendar month thereafter (or no later than the 25th day Wednesday of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver week during any period in which a Weekly Borrowing Base Certificate to Period is in effect), a borrowing base certificate setting forth the Agent relating to Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the then most recently ended month form of Exhibit P (except solely each, a “Borrowing Base Certificate”), which shall be prepared (A) as of January 29, 2011 in the case of the Borrowing Base Certificate delivered on the Closing DateRestatement Effective Date and (B) as of the close of business of the preceding month in the case of each subsequent Borrowing Base Certificate (or, which if any such Borrowing Base Certificate shallis delivered weekly, except for Fair Market Values as of any Eligible Assets determined the close of business of the Saturday preceding such delivery, in which case the calculation thereunder with respect to Inventory shall be based upon good faith estimates by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, Borrowers) and (iii) the Company Obligors’ Agent shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each furnish a Borrowing Base Certificate within five (5) Business Days after December 15 of each year (which shall replace roll forward the Qualified Obligors’ Inventory, credit card receivables and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens total outstanding Loans), as of the Security Agreements, (2) state close of business on the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the immediately preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify Saturday; provided that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for not be required to be furnished in any given Fiscal Year, if (x) as of such date there are no outstanding Loans or requests and (y) no Notice of Borrowing has been provided at any time between December 15 and December 31 of such Fiscal Year. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent or any Co-Collateral subject Agent. The Borrowers may, at their option, elect to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in furnish the Administrative Agent with a Borrowing Base Certificate on a more frequent basis than is otherwise required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or this Section 9.01(j); provided that, if the portion Borrowers elect to deliver a Borrowing Base Certificate on a more frequent basis than is required by the other provisions of this Section 9.01(j), then the Obligors’ Agent shall continue to furnish a Borrowing Base Certificate on such basis from the date of such election through the remainder of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables Fiscal Year in which such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theelection was made.

Borrowing Base Certificate. On As soon as available but in any event on or prior to 17th Business Day following the end of the previous fiscal month beginning with the first fiscal month ending after the Closing Date and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan DocumentsDate, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to as of the Agent relating to close of business on the then most recently ended month (except solely last day of the immediately preceding fiscal month, substantially in the case form of Exhibit N hereto; provided that the Borrowers may elect to deliver the Borrowing Base Certificate delivered on a more frequent basis but if such election is exercised, it must be continued until the Closing Date, which date that is 60 days after the date of such election (with a frequency equal to that of the initial additional Borrowing Base Certificate shall, except delivered by the Borrowers for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997such period); provided, howeverfurther, that in addition to such regular monthly certificatesupon the commencement and during the continuance of a Weekly Reporting Period, the Company Borrowers shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each a Weekly Borrowing Base Certificate shall replace and supersede for all purposes such supporting information on Wednesday of this Agreement each week (or if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday; provided, further, that upon the sale or other disposition of Collateral of any Credit Party included in the Borrowing Base Certificate then most recently delivered. Such that constitutes 10% or more of the Borrowing Base, the Borrowers shall also furnish an updated Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens giving pro forma effect thereto promptly upon the receipt of the Security Agreementsnet cash proceeds from such sale or other disposition. Documents required to be delivered pursuant to clauses (a), (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2b), and (4g) state of this Section 9.1 (to the then Outstanding Amounts extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s websites on the Internet; (ii) such documents are posted on the Lead Borrower’s behalf on Syndtrak, IntraLinks/IntraAgency or another website, if any, to which each Lender and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided that (A) certify that none the Lead Borrower shall, at the request of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject Administrative Agent, continue to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any deliver copies (which delivery may be by electronic transmission) of such Borrowing Base Collateral is subject documents to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) Administrative Agent and 2.10A hereof, (B) certify that no reduction the Lead Borrower shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Borrowing Base is required Administrative Agent and maintaining its copies of such documents. Each Credit Party hereby acknowledges and agrees that, unless the Lead Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to subsection 2.4B(iii)(1)(eSections 9.1(a), (b) or, if the Company cannot so certify, contain the exclusion required by such subsection and (Cd) certify that above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the portion of Administrative Agent and the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does Lenders as not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in containing any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thematerial nonpublic information.

Borrowing Base Certificate. On Within ten (10) days of the Closing Date and no later than the 25th day end of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable calendar month, the Borrowers shall deliver to the Lenders and the Administrative Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a an updated Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true and correct (i) setting forth a calculation of the Agent relating to the then most recently ended month (except solely Available Commitment as of such date of delivery, and, if included in the case Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of the Borrowing Base Certificate delivered on the Closing DateInvestor Capital Commitments from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor and (ii) certifying that no Default or Event of Default exists, which or specifying any such Borrowing Base Certificate shall, except for Fair Market Values Default or Event of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997)Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in addition connection with any new Borrowing (and shall be attached to the related Request for Borrowing and shall give pro forma effect to such regular monthly certificatesnew Borrowing); (ii) within three (3) Business Days of the issuance of Investor Capital Calls to Investors (delivered to the Administrative Agent along with a summary of such Investor Capital Calls and calculated after giving effect to the related Investor Capital Contributions requested by such Investor Capital Calls); (iii) promptly following a transfer of any Included Investor’s, Investor Capital Commitment (other than in the Company shall also deliver case of a transfer from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor, unless such transfer will result in a Borrowing Base Certificates when requireddeficiency or cause all transfers for such month to equal 1% or more of the aggregate Investor Capital Commitments, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each in which case such updated Borrowing Base Certificate shall replace be delivered and supersede for all purposes any mandatory prepayment required by this Credit Agreement shall be made, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of this Agreement the (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long as such Exclusion Event will result in a Borrowing Base Certificate then most recently delivered. Such deficiency or cause all Exclusion Events for such month to equal 1% or more of aggregate Investor Capital Commitments (in which case, such updated Borrowing Base Certificate shall be delivered and any mandatory prepayment required by this Credit Agreement shall be made) and otherwise, Exclusion Events may be reported (and a updated Borrowing Base Certificate provided) within ten (10) days of the end of each calendar month or (b) the reduction of any Investor’s Investor Capital Commitment in accordance with the terms of this Credit Agreement; provided, however, that notwithstanding anything to the contrary in this Credit Agreement or any other Loan Document, the Borrower is not required to monitor the Ratings of Included Investors, and the Administrative Agent will monitor such Ratings and may adjust the Borrowing Base if the Rating of any Rated Included Investor is downgraded by providing notice to the Borrowers at least one (1) state each component of Borrowing Base Collateral then subject to perfected Liens Business Day in advance of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any effective date of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theadjustment.

Borrowing Base Certificate. On the Closing Date and no later than the 25th day of each month May and November thereafter until payment in full of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended six-month (except solely in the case of the Borrowing Base Certificate delivered on the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997)period; provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(12.4B(ii)(1) or 3.3(vii2.10B(ii)(1). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered, and shall be based on the then most current Approved Appraisals. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing BaseCollateral, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the outstanding principal amount of any Borrowing Base Deficiencythe Loans. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(12.4B(ii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) Deficiency then exists or, if a Borrowing Base Deficiency then exists, the Company cannot so certifyamount thereof, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty thirty five percent, rounded to the nearest whole percent (5035%) ), of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty thirty five percent, rounded to the nearest whole percent (5035%) ), of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thethe extent that the timing of such procedures may be shortened pursuant to subsection 2.4B(ii)(1)(c). The Borrowing Base Certificate shall be certified to be true and accurate by a Responsible Officer of the Company. Notwithstanding any Borrowing Base Certificate delivered by the Company, in the event of any dispute between the Company and the Agent regarding the then outstanding principal amount of the Loans, the records of the Agent shall determine such outstanding principal amounts, absent manifest error.

Borrowing Base Certificate. (i) On the Closing Date and no Effective Date, (ii) not later than 5:00 P.M. (New York time) on or before the 25th 15th day of each month thereafter until payment of all Loans outstanding hereunder and all (or at such other amounts payable to times as the Lenders and Administrative Agent may reasonably request), (iii) at the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination time of the Commitments consummation of a Permitted Acquisition, (iv) not later than 5:00 P.M. (New York time) on or before each Wednesday on a weekly basis during a Compliance Period or after the Lendersoccurrence and during the continuance of an Event of Default, (v) at the time of consummation of any Asset Sale (or series of contemporaneous or related Asset Sales) of assets with a book value which is equal to or greater than $25,000,000 or the Equivalent Amount thereof and (vi) at such other times as US Company may elect (provided that if US Company elects to deliver a borrowing base certificate at any other time pursuant to this clause (v), US Company shall deliver a borrowing base certificate on a weekly basis for the 60 day period following such delivery), a borrowing base certificate setting forth the Borrowing Base Certificate to (in each case with supporting calculations in reasonably detail) substantially in the Agent relating to the then most recently ended month form of Exhibit P (except solely each, a “Borrowing Base Certificate”), which shall be prepared (A) as of November 30, 2015 in the case of the initial Borrowing Base Certificate and (B) as of the last Business Day of the preceding month in the case of each subsequent Borrowing Base Certificate (but adjusted, in the case of a Borrowing Base Certificate delivered on the Closing Datein connection with a Permitted Acquisition, which to reflect any Eligible Accounts, Eligible Inventory, Eligible Machinery and Equipment and Eligible Real Property acquired by a Borrowing Base Party pursuant to such Permitted Acquisition) (or, if any such Borrowing Base Certificate shallis delivered more frequently than monthly, except for Fair Market Values as of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to the last Business Day of the week preceding such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(viidelivery). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain include the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Lossthen applicable, Event of Damage, Repairable Damage or Adjustment Event marked-to-market Swap Termination Value which the Borrower intends be treated as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate a Qualified Swap Termination Value for purposes of calculating Section 5.03(d), and all such supporting information as may be reasonably requested from time to time by the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theAdministrative Agent.

Borrowing Base Certificate. On the Closing Date and no later than the 25th day Commencing on November 5, 2007. on Monday of each month thereafter until payment of all Loans outstanding hereunder week (and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case of clause (i) below, together with each Funding Notice or Issuance Notice): (i) a Borrowing Base Certificate, current as of the close of business on the last Business Day of the immediately preceding week (or Friday of the immediately preceding week, as the case may be), supported by schedules showing the derivation thereof and containing such detail and other information as the Administrative Agent or the Borrowing Base Agent may reasonably request from time to time; provided that (1) the Borrowing Base set forth in the Borrowing Base Certificate delivered on shall be effective from and including the Closing Date, which date such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined is duly received by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Agents and the Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Agent but not including the date on which a subsequent Borrowing Base Certificate shall replace is received by the Agents and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security AgreementsAgent, (2) state the portion of unless any Agent or the Borrowing Base established by each component Borrowing Base Collateral by Agent disputes the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount eligibility of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral property included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any the valuation thereof by notice of such Borrowing Base Collateral is subject dispute to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereofBorrowers, (B2) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if event of any dispute about the Company cannot so certify, contain eligibility of any property included in the exclusion required by such subsection and (C) certify that the portion calculation of the Borrowing Base attributable or the valuation thereof, the more conservative approach of such Agent’s or Borrowing Base Agent’s good faith business judgment shall control and (3) the Inventory shall be updated on a weekly basis component of the Borrowing Base; and (ii) a rolling twenty-six (26) week cash forecast, in each case, all in detail and in form reasonably satisfactory to Rotables stated in the Administrative Agent and the Borrowing Base Certificate does not exceed fifty percent (50%) Agent. Without limiting any other rights of the aggregate Borrowing Base stated in such certificate or that, if the portion of Administrative Agent and the Borrowing Base attributable to Agent, upon Administrative Agent’s or Borrowing Base Agent’s request, Borrowers shall provide Administrative Agent and Borrowing Base Agent on a daily basis with a schedule of Accounts, collections received and credits issued on a daily basis and inventory reports prepared on a monthly or more frequent basis as the Rotables does exceed fifty percent Administrative Agent or Borrowing Base Agent may, in good faith, request in the event that at any time any of (50%) such schedule of the aggregate Borrowing BaseAccounts, collections received and credits issued and inventory report, collectively, the portion “Daily Collateral Reporting”): (1) an Event of the Default or Default, shall exist or have occurred, or (2) Borrowers shall have failed to deliver any Borrowing Base attributable to the Rotables Certificate in such certificate for purposes of calculating the accordance with this Section 5.1(q), or (3) upon Administrative Agent’s or Borrowing Base excludes such excess amount. In determining the book value of Rotables Agent’s good faith belief, any information contained in any Borrowing Base CertificateCertificate provided under this Section 5.1(q) is incomplete, inaccurate or misleading, or (4) Availability is less than $10,000,000 (it being understood that once the Borrowers are required by Administrative Agent or Borrowing Agent to provide Daily Collateral Reporting on a daily basis in accordance with this Section 5.1(q), the Company Borrowers shall use continue to provide Daily Collateral Reporting to Administrative Agent and Borrowing Base Agent on a daily basis unless and until (x) no Event of Default or Default has occurred and are then continuing, (y) Availability exceeds $25,000,000 for at least 30 consecutive days, and (z) the Borrowers have otherwise complied with its normal accounting procedures except obligation to thedeliver Daily Collateral Reporting to Administrative Agent and Borrowing Base Agent in accordance with the provisions hereof and such Daily Collateral Reporting is complete and accurate (and not misleading) in all respects, in Administrative Agent’s and Borrowing Base Agent’s reasonable discretion; thereafter, the Borrowers shall deliver Borrowing Base Certificates in accordance with this Section 5.1(q)). Notwithstanding the foregoing, the parties to this Agreement hereby agree that the Borrowers shall provide Daily Collateral Reporting to Administrative Agent and Borrowing Base Agent on a daily basis until the conditions in sub-clauses (x), (y) and (z) are satisfied;

Borrowing Base Certificate. On The Bank shall have received from the Closing Date and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver Borrowers a Borrowing Base Certificate Certificate, executed by the chief executive or chief financial officer of MCAFC and certified as of such Disbursement Date, confirming that, as of such Disbursement Date, the aggregate unpaid principal amount of all Revolving Loans (including the Revolving Loan to be made on such Disbursement Date) does not exceed the Agent relating to lesser of the then most recently ended month (except solely in the case of Commitment Amount or the Borrowing Base Certificate delivered as in effect on the Closing close of business on the day immediately preceding such Disbursement Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, in such Borrowing Base Certificate shall contain be made on a pro forma basis to include the relevant exclusions for any Eligible Servicing Rights to be financed in the refinancing of the Borrowers' existing debt to another lender, the Eligible Servicing Rights to be acquired in the Servicing Acquisition, the Originated Servicing and/or the Eligible Residuals, with respect to which the requested Revolving Loan is sought, and (i) all Servicing Rights pledged or to be pledged to the Bank shall have been duly appraised by an appraisal firm acceptable to and approved by the Bank within six (6) months preceding the date of such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection Certificate and (Cii) certify that the portion of the Borrowing Base attributable all Eligible Residuals pledged or to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable be pledged to the Rotables does exceed fifty percent Bank shall have been duly appraised by an Approved Residuals Appraiser within three (50%3) months preceding the date of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to the.

Borrowing Base Certificate. On the Closing Date and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a A Borrowing Base Certificate substantially in the form of Exhibit F as of the date required to be delivered or so requested, in each case with supporting documentation, which shall be furnished to the Agent relating Lenders: (i) as soon as available and in any event prior to the then most recently ended month (except solely in initial Borrowing to be made after the case date of entry of the Borrowing Base Certificate delivered DIP Refinancing Orders, (ii) after such initial Borrowing, (A) on or before Wednesday (or if such day is not a Business Day, the Closing Dateimmediately succeeding Business Day) of each calendar week, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each weekly Borrowing Base Certificate shall replace and supersede for all purposes reflect the Eligible Receivables updated as of this Agreement the Borrowing Base Certificate then most recently delivered. Such end of the immediately preceding Friday, (B) on or before Wednesday (or if such day is not a Business Day, the immediately succeeding Business Day) of each two-week period, which biweekly Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens reflect the Inventory updated as of the Security Agreements, (2) state the portion end of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the immediately preceding clause (2)Friday, and (4C) state on or before the then Outstanding Amounts and the amount 10th Business Day of any Borrowing Base Deficiency. The each calendar month, which monthly Borrowing Base Certificate shall (A) certify that none reflect the Eligible Receivables and Eligible Inventory updated as of the end of the immediately preceding calendar month; provided that notwithstanding anything herein to the contrary, the Borrower shall be permitted to deliver an updated Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of LossCertificate on any Business Day, Event of Damage, Repairable Event or Adjustment Event or, if any of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such which Borrowing Base Certificate shall contain reflect the relevant exclusions for any such Borrowing Base Collateral subject to such Event Eligible Receivables and Eligible Inventory updated as of Lossthe end of the immediately preceding Business Day, Event of Damagecertified by a Responsible Officer, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (Ciii) certify if at any time the Availability shall be less than $25,000,000, or if reasonably requested by the Administrative Agent at any other time when the Administrative Agent reasonably believes that the portion of the Borrowing Base attributable to Rotables stated in the then existing Borrowing Base Certificate does not exceed fifty percent (50%) of is materially inaccurate, as soon as reasonably available after such time or such request, in each case with supporting documentation as the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to theAdministrative Agent may reasonably request.

Borrowing Base Certificate. On the Closing Date Borrowers shall calculate Borrowing Base and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder Availability Amount and all other amounts payable deliver to the Lenders Administrative Agent (and the Administrative Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the shall promptly deliver same to Lenders, the Company shall deliver ) a Borrowing Base Certificate (%4) in draft form no later than three (3) Business Days prior to each Payment Date (which draft shall reflect what is reasonably anticipated to be the Agent relating to the then most recently ended month (except solely in the case of the final Borrowing Base Certificate subject only to updates for amounts on deposit in the Revenue Account and any principal, interest and fee invoices issued after the date such draft is required to be delivered on and prior to the Closing applicable Payment Date), which shall be in final form and executed and delivered by 12:00 p.m. (New York time) on such Payment Date (such executed Borrowing Base Certificate shallCertificate, except for Fair Market Values a “Payment Date Borrowing Base Certificate”), showing valuations as of the close of business of the last day of the calendar month just ended, (%4) within three (3) Business Days of any Eligible Assets determined by event or circumstance in which an Approved Appraisers Financing has become a Zero Value Approved Financing, showing valuations as at of the date such Approved Financing became a Zero Value Approved Financing, (%4) within three (3) Business Days following any other dates, relate demand by Administrative Agent (which may be requested up to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall one (1) state each component time per week), showing valuations as of the date of demand, (d) on the date on which any Notice of Borrowing Base Collateral then subject is delivered or as otherwise required pursuant to perfected Liens Section 4.1.1, showing valuations as of a date not more than five (5) Business Days earlier than the Security Agreementsactual date of Advance, (2e) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, within three (3) state the Borrowing Base by aggregating each Business Days after any Removal Date, (f) upon Borrowers’ request for an Additional Collateral Event, showing valuations as of the values stated pursuant a date not more than five (5) Business Days prior to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any actual inclusion of such Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall contain the relevant exclusions for any such Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction Approved Financing in the Borrowing Base is and (g) as otherwise required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion terms of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thethis Agreement.

Borrowing Base Certificate. On the Closing Date Unless otherwise agreed, contemporaneously with each request for a Revolving Credit Loan and no later than the 25th day of each month thereafter until payment of all Loans outstanding hereunder in any event at least weekly, and all at such other amounts payable times as Lender may request, Borrower shall execute and deliver to the Lenders and the Agent under the Notes and other Loan DocumentsLender, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lendersin form satisfactory to Lender, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month (except solely in the case setting forth a certification of Eligible Receivables and Eligible Inventory, and calculation of the Borrowing Base Certificate delivered on the Closing DateBase, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined in form prescribed by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii)Lender. Each Borrowing Base Certificate shall replace and supersede for all purposes include a reconciliation of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (1) state each component of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the definition of Borrowing Base, (3) state the Borrowing Base by aggregating each of the values stated pursuant to the preceding clause (2), and (4) state the then Outstanding Amounts and the amount of any Borrowing Base Deficiency. The Borrowing Base Certificate shall (A) certify that none of the Borrowing Base Collateral included in the calculation of the Borrowing Base as certified in the most recent Borrowing Base Certificate delivered to Lender, and be accompanied by such documents and supporting information relating to Eligible Receivables and Eligible Inventory as Lender may request. Borrower and each Guarantor shall maintain and shall furnish to Lender at Lender's request, such supporting documents or copies as Lender may require including, but not limited to: a schedule of Eligible Receivables created, and Eligible Inventory purchased and received, since the previous Borrowing Base Certificate delivered to Lender; copies of invoices and supporting delivery or service records in connection therewith; a schedule of collections received; copies of credit memos or other advices of credit or reductions against amounts previously billed; and such other reports as Lender may request from time to time. If any of such records or reports are prepared by an accounting service, or other agent, Borrower and each Guarantor hereby authorize such service or agent to deliver such records, reports and related documents to Lender. Lender may exhibit a copy of this Agreement to any such service or agent and such service or agent is irrevocably authorized to rely on the provisions hereof in providing such documentation to Lender. Each Borrowing Base Certificate shall bear a signed statement by an authorized officer of Borrower and each Guarantor certificate the accuracy and completeness of all information included therein and shall incorporate therein by reference, as if fully set forth therein, all the terms and provisions hereof. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute an agreement, representation and warranty to Lender by Borrower and each Guarantor that, except for the security interest of Lender therein: it is the sole owner of and has full unrestricted power to grant to Lender a continuing security interest and lien in and to all Collateral included therein free from any lien, security interest or encumbrance; each account included therein is in existence, unconditional and valid, and arose from a bona fide outright sale of Inventory in the ordinary course of business for liquidated amounts as set forth in the Borrowing Base Certificate, and such Inventory has been delivered or provided to the respective account debtors; no account included therein arose in connection with a contract or assignment which purports to make an assignment or security interest therein void or conditions such assignment or security interest on consent of the account debtor; no account is subject to an Event any sale, assignment, claim or security interest of Loss, Event of Damage, Repairable Event any character and it will not make any sale or Adjustment Event other assignment thereof or, if subject to Permitted Liens, create any of such Borrowing Base Collateral other security interest therein; it has not received any notice or other communication, and has no knowledge, that any account is subject to an Event any claim for credit, deduction, allowance, extension or adjustment, defense, dispute, setoff or counterclaim, except for discounts for early payment allowed in the ordinary course of Loss, Event business as previously disclosed to Lender and as reflected on the face of Damage, Repairable Damage or Adjustment Event, the invoice evidencing such account; all Inventory reflected in such Borrowing Base Certificate shall contain is held for sale in the relevant exclusions for ordinary course of its business, and no such Inventory is located at any location in breach of the requirements of this Agreement and no negotiable documents have been issued in respect of any such Inventory; and no Inventory reflected in such Borrowing Base Collateral subject Certificate is returned Inventory unless otherwise disclosed to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction Lender in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to thewriting.