Common use of Borrowing Base Certificate Clause in Contracts

Borrowing Base Certificate. Within ten (10) days of the end of each calendar month, the Borrowers shall deliver to the Administrative Agent 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 Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the 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 deficiency or cause all transfers for such month to equal 1% or more of the 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, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (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 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) Business Day in advance of the effective date of such adjustment.

Borrowing Base Certificate. Within ten (10w) days On the Initial Borrowing Date, (x) not later than 5:00 P.M. (New York time) on the forty-fifth day following the end of the first Fiscal Month of the Borrower following the Closing Date, (y) not later than 5:00 P.M. (New York time) on the fifteenth Business Day following the end of each Fiscal Month of the Borrower thereafter and (z) during the continuance of a Borrowing Availability Limitation, not later than 5:00 p.m. (New York time) on the fifth Business Day after the end of each fiscal week of the Borrower (or at such other times as the Administrative Agent may request), a borrowing base certificate setting forth the Borrowing Base (with supporting calculations) substantially in the form of Exhibit M (each, a “Borrowing Base Certificate”), which shall be prepared (A) as of the end of each calendar month, the Borrowers shall deliver to first Fiscal Month of 2006 in the Administrative Agent an updated case of the Initial Borrowing Base Certificate certified by a Responsible Officer and (B) as of the last Business Day of fiscal month or week, as the case may be, of the Borrower in the case of each Borrower to be true and correct subsequent Borrowing Base Certificate (i) setting forth a calculation of the Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; providedit being understood, however, that any Eligible Accounts reflected in any Borrowing Base Certificate may be as of the last Business Day of fiscal month or week, as the case may be, of the Borrower) provided, that, upon the occurrence and continuation of a Default or an Event of Default or if otherwise required by Administrative Agent in its Permitted Discretion, such Borrowing Base Certificates and any additional schedules and other information shall be delivered as often as reasonably requested by Administrative Agent. Each such Borrowing Base Certificate will shall include such supporting information as may be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached requested from time to the 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 time by 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 deficiency or cause all transfers for such month to equal 1% or more of the 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, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (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 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) Business Day in advance of the effective date of such adjustmentAgent.

Borrowing Base Certificate. Within ten Borrowers shall calculate Borrowing Base and Availability and deliver to Administrative Agent (10and Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate (a) no later than five (5) days of following the end last day of each calendar month, month during the Borrowers shall deliver to the Administrative Agent an updated term hereof (a “Payment Date Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true and correct (i) setting forth a calculation Certificate”), showing valuations as of the Available Commitment as close of such date business of deliverythe last day of the calendar month just ended, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the 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); (iib) 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 issuance of Investor Capital Calls to Investors date such Approved Financing became a Zero Value Approved Financing, (delivered to the c) within three (3) Business Days following any other demand by Administrative Agent along with a summary (which may be requested up to one (1) time per week), showing valuations as of such Investor Capital Calls and calculated after giving effect the date of demand, (d) on the date on which any Notice of Borrowing is delivered or as otherwise required pursuant to the related Investor Capital Contributions requested by such Investor Capital Calls); (iii) promptly following a transfer of any Included Investor’sSection 4.1.1, Investor Capital Commitment (other than in the case showing valuations as 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 deficiency or cause all transfers for such month to equal 1% or date not more of the 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, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following earlier than the occurrence actual date of Advance, (ae) within three (3) Business Days after any Exclusion Event and a Responsible Officer Removal Date, or (f) upon Borrowers’ request for an Additional Collateral Event, showing valuations as of a Credit Party obtaining date not more than five (5) Business Days prior to the actual knowledge thereof so long as inclusion of such Exclusion Event will result Approved Financing in a the Borrowing Base deficiency or cause all Exclusion Events for such month to equal 1% or more of aggregate Investor Capital Commitments (in which case, such updated Base. Each 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 include a updated Borrowing Base Certificate provided) within ten (10) days valuation of the end of each calendar month or (b) Approved Financings taking into account the reduction benefit of any Investor’s Investor Capital Commitment in accordance with the terms of this Credit Agreement; provided, however, that notwithstanding anything Permitted Interest Rate Hedge Agreement pursuant to the contrary in this Credit Agreement or any other Loan Document, the Borrower is not required a methodology to monitor the Ratings of Included Investors, and the be agreed among 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) Business Day in advance of the effective date of time such adjustmentPermitted Interest Rate Hedge Agreement is entered into.

Borrowing Base Certificate. Within ten As soon as available but in any event on or prior to the 20th calendar day after the later of (10i) days of the end last day of each calendar month, the Borrowers shall deliver to the Administrative Agent 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 Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor Capital Commitments from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor month and (ii) certifying that no Default the last day of each retail month (based on the Borrower Agent’s 52/53 week year end (the period ending on such later date, a “Fiscal Month”)) (or Event more frequently as the Borrower Agent may elect, so long as the frequency of Default existsdelivery is maintained by the Borrower Agent for the immediately following 60 day period), or specifying any such Default or Event of Default; provided, however, that such a Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the 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 close of Investor Capital Calls to Investors business on the last day of the immediately preceding fiscal month (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 or 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 voluntary delivery of a Borrowing Base deficiency or cause all transfers for such month to equal 1% or more Certificate at the election of the aggregate Investor Capital CommitmentsBorrower Agent’s, a subsequent date), together with such supporting information in connection therewith as the Administrative Agent may reasonably request, which case such updated may include, without limitation, (A) Inventory reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate, (B) a reasonably detailed calculation of Eligible Inventory, (C) a reconciliation of the Loan Parties’ Inventory between the amounts shown in the Borrower Agent’s stock ledger and any Inventory reports delivered pursuant to clause (A) above, (D) a reasonably detailed calculation of Eligible Trade Receivables and Eligible Credit Card Receivables, and (E) a reasonably detailed aging of the Loan Parties’ Accounts and a reconciliation to the corresponding Borrowing Base Certificate; provided that (1) upon the occurrence and during the continuance of a Cash Dominion Event, the Borrower Agent shall deliver a Borrowing Base Certificate and such supporting information as is reasonably practicable to provide on a weekly basis on Wednesday of 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 and (2) any Borrowing Base Certificate delivered other than with respect to month’s end may be based on such estimates by the Borrower Agent of shrink and other amounts as the Borrower Agent may deem necessary; provided, further, that a revised Borrowing Base Certificate based on the Borrowing Base Certificate most recently delivered shall be delivered and any mandatory prepayment required by this Credit Agreement shall be made, in each case, prior to the effectiveness thereof); and (iv) no later than within five (5) Business Days following after the occurrence of (a) any Exclusion Event and a Responsible Officer consummation of a Credit sale or other disposition (or merger, consolidation or amalgamation that constitutes a sale or disposition) of any Capital Stock of a Loan Party obtaining actual knowledge thereof so long to any Person other than a Loan Party that results in the disposition of Revolving Facility First Lien Collateral with an aggregate value in excess of $20,000,000, together with such supporting information as such Exclusion Event will result in a Borrowing Base 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 reasonably requested by 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) Business Day in advance of the effective date of such adjustment.Agent; and

Borrowing Base Certificate. Within ten As soon as available and in any event within the twentieth (1020th) days day of each month as and for the prior month (or more frequently if reasonably required by Agent), (i) a Borrowing Base Certificate (which shall be calculated as of the end last day of each calendar monththe immediately preceding month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement), (ii) accounts receivable agings, (iii) accounts payable agings, and (iv) Inventory reports. In addition, Borrower shall, upon not less than eight (8) Banking Days’ notice if prior to the Borrowers existence of a Default or Event off Default and upon no notice at any other time, deliver to Agent at such intervals as Agent may reasonably require or at any time in connection with a field examination performed by or on behalf of Agent for the purpose of enabling Agent to test Borrowing Base calculations: (A) confirmatory assignment schedules, (B) copies of requested customers’ invoices, (C) evidence of shipment or delivery, (D) supporting detail with respect to the Booked Orders set forth on the Booked Order Report and (E) such further schedules, documents and/or information regarding the Collateral as Agent may reasonably require including, without limitation, trial balances and test verifications. Agent shall have the right to confirm and verify all trade account receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. Notwithstanding anything to the contrary contained above, if Revolving Loans have been advanced by the Banks against the value of the Eligible Inventory, then Borrower shall deliver to the Administrative Agent 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 Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the 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) Bank within three (3) Business Banking 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 deficiency or cause all transfers for such month to equal 1% or more of the 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, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (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 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; providedprior week, 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 a Borrowing Base if the Rating of any Rated Included Investor is downgraded by providing notice to the Borrowers at least one Certificate (1) Business Day in advance which shall be calculated as of the effective date last day of such adjustmentthe immediately preceding week and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement).

Borrowing Base Certificate. Within ten Furnish to the Agent as soon as available and in any event (10a) days on or before the third Business Day after the end of each week, a weekly Borrowing Base Certificate, which weekly Borrowing Base Certificate shall reflect (i) the updated accounts receivable as of the prior Friday, (ii) Inventory as of the immediately preceding monthly Borrowing Base Certificate and (iii) M&E Component as of the immediately preceding monthly Borrowing Base Certificate; (b) on or before the fifteenth day of each month, a monthly Borrowing Base Certificate, which monthly Borrowing Base Certificate shall reflect (i) accounts receivable as of the immediately preceding weekly Borrowing Base Certificate, (ii) the updated Inventory as of the end of each calendar the immediately preceding month and (iii) M&E Component as of the end of the immediately preceding month, ; (c) if requested by the Borrowers shall deliver to Agent at any other time when the Administrative Agent an updated reasonably believes that the then existing Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true and correct (i) setting forth a calculation of the Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the related Request for Borrowing or Request for Letter of Creditis materially inaccurate, 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 soon as reasonably available but 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 deficiency or cause all transfers for such month to equal 1% or more of the 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, in each case, prior to the effectiveness thereof); and (iv) no event later than five (5) Business Days following the occurrence of (a) any Exclusion Event and after such request, a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long as such Exclusion Event will result in a Borrowing Base deficiency or cause all Exclusion Events for such month to equal 1% or more of aggregate Investor Capital Commitments (in which case, such updated completed Borrowing Base Certificate shall be delivered showing the Borrowing Base as of the date so requested, in each case with supporting documentation and additional reports with respect to the Borrowing Base as the Agent may reasonably request; and (d) concurrently with any mandatory prepayment required by this Credit Agreement shall be made) and otherwiseupdate of the M&E Component of the Borrowing Base as provided in the definition of M&E Component, Exclusion Events may be reported (and a updated completed 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 reflects 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) Business Day in advance of the effective date of such adjustmentupdate.

Borrowing Base Certificate. Within ten 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 Initial Lenders: (10i) days as soon as available and in any event prior to the initial Borrowing to be made after the date of entry of the Final Order, (ii) after such initial Borrowing, (A) on or before the last Business Day of each calendar week, which weekly Borrowing Base Certificate shall reflect the Eligible Receivables updated as of the end of the Business Day preceding the date of such delivery and (B) on or before the last Business Day of each calendar monthtwo-week period, which biweekly Borrowing Base Certificate shall reflect the Inventory updated as of the end of the Business Day preceding the date of such delivery, certified by a Responsible Officer; provided that notwithstanding anything herein to the contrary, the Borrowers Borrower shall be permitted to deliver to the Administrative Agent an updated Borrowing Base Certificate on any Business Day, which Borrowing Base Certificate shall reflect the Eligible Receivables and Inventory updated as of the end of the preceding Business Day, certified by a Responsible Officer of each Borrower to be true and correct (i) setting forth a calculation of the Available Commitment as of such date of deliveryOfficer, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor Capital Commitments from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor and (iiiii) certifying that no Default or Event of Default existsif at any time after the Final Term Advance Date the Availability shall be less than $75,000,000, or specifying if reasonably requested by the Initial Lenders at any such Default or Event of Default; provided, however, other time when the Initial Lenders reasonably believe that such the then existing Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the related Request for Borrowing or Request for Letter of Creditis materially inaccurate, as applicable, and shall give pro forma effect to soon as reasonably available after such new Borrowing time 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 deficiency or cause all transfers for such month to equal 1% or more of the 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 maderequest, in each case, prior to case with supporting documentation as the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (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 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 Initial Lenders 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) Business Day in advance of the effective date of such adjustmentreasonably request.

Borrowing Base Certificate. Within ten (10i) days of On the end Effective Date, (ii) unless clause (iii) below applies, each month, not later than 5:00 P.M. (New York time) on or before the 12th Business Day of each calendar such month, (iii) during any period in which a Weekly Borrowing Base Period is in effect, each week, not later than 5:00 P.M. (New York time) on or before the Borrowers shall deliver to third Business Day of each such week (or at such other times as the Administrative Agent an updated Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true and correct may request), (iiv) setting forth a calculation at the time of the Available Commitment as consummation of such date a Permitted Acquisition, (v) at the time of delivery, and, if the consummation of a disposition pursuant to Section 10.02(e) involving assets included in the Borrowing BaseBase in excess of the $5,000,000 and (vi) at the time any Borrower ceases to be a wholly-owned Subsidiary of the Company (in each case under clauses (i) -(vi) hereof with supporting calculations in reasonable detail including, certifying the aggregate Recallable Capital included without limitation, with respect to cash balances, accounts receivable, accounts payable and inventory amounts), a certificate substantially in the Unfunded Capital Commitments andform of Exhibit M (each, on a monthly basis“Borrowing Base Certificate”) shall be prepared as of the last Business Day of the preceding month in the case of each subsequent Borrowing Base Certificate (or, the transfer of Investor 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, or specifying if any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be is delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the related Request for Borrowing or Request for Letter of Creditfrequently than monthly, 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 deficiency or cause all transfers for such month to equal 1% or more last Business Day of the aggregate Investor Capital Commitments, in which case week preceding such updated delivery). Each such Borrowing Base Certificate shall include such other supporting information as may be delivered and any mandatory prepayment required reasonably requested from time to time by the Administrative Agent or the Collateral Agent. Notwithstanding the generality of the foregoing provisions of this Credit Agreement shall be madeclause (j), in each case, prior to the effectiveness thereof); and (iv) no later than within five (5) Business Days following of the occurrence of Effective Date (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long as such Exclusion Event will result date may be extended from time to time by the Administrative Agent in a Borrowing Base deficiency or cause all Exclusion Events for such month its sole discretion), the Company shall be allowed (but not required) to equal 1% or more of aggregate Investor Capital Commitments (in which case, such deliver the updated Borrowing Base Certificate pursuant to Section 5.03(b) that shall be, in form and in substance, in compliance with requirements of this clause (j) and that shall be delivered and prepared as of August 31, 2016 (other than any mandatory prepayment required by this Credit Agreement cash balances, which shall be made) and otherwiseas of the date of delivery thereof), Exclusion Events may which shall be reported (and recognized as 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 for all purposes 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) Business Day in advance of the effective date of such adjustment.

Borrowing Base Certificate. Within ten (10i) days of On the end Initial Borrowing Date, (ii) not later than 5:00 P.M. (New York time) on or before the 15th day of each calendar month, the Borrowers shall deliver to month thereafter (or at such other times as the Administrative Agent an updated may reasonably request), (iii) at the time of the consummation of a Permitted Acquisition, (vi) on a weekly basis during a Compliance Period, and (v) at such other times as US Company may elect, a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonably detail) substantially in the form of Exhibit Q (each, a “Borrowing Base Certificate”), which shall be prepared (A) as of May 31, 2008 in the case of the initial Borrowing Base Certificate certified by a Responsible Officer and (B) as of the last Business Day of the preceding month in the case of each Borrower to be true and correct (i) setting forth a calculation of the Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such subsequent Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the related Request for Borrowing or Request for Letter of Creditbut adjusted, 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 Borrowing Base Certificate delivered in connection with a Permitted Acquisition, to another existing PWM Investor or from an existing PWM Investor to a new PWM Investorreflect any Eligible Accounts, unless such transfer will result in Eligible Inventory, Eligible Machinery and Equipment and Eligible Real Property acquired by a Borrowing Base deficiency or cause all transfers for Party pursuant to such month to equal 1% or Permitted Acquisition) (or, if any such Borrowing Base Certificate is delivered more frequently than monthly, as of the aggregate Investor Capital Commitments, in which case last Business Day of the week preceding such updated delivery). Each such Borrowing Base Certificate shall include the then applicable, marked-to-market Swap Termination Value which the Borrower intends be delivered treated as a Qualified Swap Termination Value for purposes of Section 5.03(d), and 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 (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long all such supporting information as such Exclusion Event will result in a Borrowing Base 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 reasonably requested from time 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 time by 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) Business Day in advance of the effective date of such adjustmentAgent.

Borrowing Base Certificate. Within ten (10i) days On the Effective Date, (ii) unless clause (iii) below applies, not later than 5:00 P.M. (New York time) on or before the 13th day of each Fiscal Month thereafter, (iii) during any period in which a Weekly Borrowing Base Period is in effect, not later than 5:00 P.M. (New York time) on or before Friday of each week, (iv) at the time of the end consummation of a Permitted Acquisition and (v) at the time of the consummation of any Asset Sale involving ABL Priority Collateral, a borrowing base certificate setting forth the Borrowing Base (in each calendar monthcase with supporting calculations in reasonable detail) substantially in the form of Exhibit P (each, a “Borrowing Base Certificate”), which shall be prepared (A) as of February 25, 2012 in the Borrowers shall deliver to case of the Administrative Agent an updated initial Borrowing Base Certificate certified by a Responsible Officer delivered on the Effective Date and (B) as of the last Business Day of the preceding Fiscal Month in the case of each Borrower to be true and correct subsequent Borrowing Base Certificate (i) setting forth a calculation of the Available Commitment as of such date of delivery, andor, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be is delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the related Request for Borrowing or Request for Letter of Creditfrequently than monthly, as applicable, and shall give pro forma effect to of the last Business Day of the week preceding such new Borrowing or such new Letter of Creditdelivery); (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’sprovided that, 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 each Borrowing Base deficiency Certificate delivered pursuant to subclause (i) or cause all transfers (ii) of this clause (j) prior to the seventh Fiscal Month of Holdings for Fiscal Year 2012 as set forth on Schedule 1.01(b), such month to equal 1% or more of the aggregate Investor Capital Commitments, in which case such updated Borrowing Base Certificate shall be delivered and any mandatory prepayment required by this Credit Agreement prepared as of the last Business Day of the preceding Fiscal Month of Holdings but shall be made, in each case, prior include calculations with respect to the effectiveness thereof); and (iv) no later than five (5) Target as of the last Business Days following Day of the occurrence preceding fiscal month of (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long as the Target. Each such Exclusion Event will result in a Borrowing Base 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 include such supporting information as 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 reasonably requested from time 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 time by the Administrative Agent will monitor such Ratings and may adjust or the Borrowing Base if the Rating of any Rated Included Investor is downgraded by providing notice to the Borrowers at least one (1) Business Day in advance of the effective date of such adjustmentCollateral Monitors.

Borrowing Base Certificate. Within ten 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 (10including, without limitation, the documentation described in Schedule 1 to Exhibit I) days shall be furnished to the Initial Lenders: (i) as soon as available and in any event prior to the Initial Extension of Credit to be made after the date of entry of the Final Order, (ii)(A) after the Initial Extension of Credit, on or before the 15th day following the end of each fiscal month, which monthly Borrowing Base Certificate shall reflect the Accounts and Inventory updated as of the end of each calendar monthsuch month and (B) in addition to such monthly Borrowing Base Certificates, (x) upon the Borrowers shall deliver to occurrence and continuance of an Event of Default or if Availability is less than $150,000,000, on or before the Administrative Agent an updated third Business Day following the end of each week, which weekly Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true and correct (i) setting forth a calculation shall reflect the Accounts updated as of the Available Commitment as of immediately preceding Friday; provided that if Availability is equal to or greater than $250,000,000 for three consecutive Business Days, such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the 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 deficiency or cause all transfers for such month to equal 1% or more of the aggregate Investor Capital Commitments, in which case such updated Borrowing Base Certificate shall be delivered pursuant to clause (ii)(A) herein and (y) on or before the third Business Day of each week, weekly updates of Accounts, certified by a Responsible Officer, and (iii) if requested by the Initial Lenders at any mandatory prepayment required by this Credit Agreement shall be madeother time when the Initial Lenders reasonably believe that the then existing Borrowing Base Certificate is materially inaccurate, as soon as reasonably available after such request, in each case, prior to case with supporting documentation as the effectiveness thereof); and Initial Lenders may reasonably request (iv) no later than five (5) Business Days following the occurrence of (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 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 Documentincluding without limitation, the Borrower is not required documentation described on Schedule 1 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) Business Day in advance of the effective date of such adjustmentExhibit I)."

Borrowing Base Certificate. Within ten (10i) days Unless clause (ii) below applies, not later than (A) so long no Monthly Reporting Period is in effect, 5:00 P.M. (New York City time) on or before the 15th day after the close of each Fiscal Quarter, or (B) during any period in which a Monthly Reporting Period is in effect, 5:00 P.M. (New York City time) on or before the 20th day of each Fiscal Month thereafter, (ii) [reserved], (iii) [reserved] and (iv) at the time of the end consummation of any Asset Sale involving ABL Facility Priority Collateral, a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit M (each, a “Borrowing Base Certificate”), which shall be (A) prepared as of the last Business Day of the preceding Fiscal Month in the case of each calendar month, the Borrowers shall deliver to the Administrative Agent an updated Borrowing Base Certificate certified by a Responsible Officer of each Borrower delivered after the Effective Date pursuant to be true and correct clause (ii)(B) setting forth a calculation of the Available Commitment as of such date of delivery, andabove (or, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor Capital Commitments from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor and (iix) certifying that no Default or Event of Default exists, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be is delivered pursuant to clause (i)(A) above, as of the last Business Day of the preceding Fiscal Quarter or (y) any such Borrowing Base Certificate is delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the related Request for Borrowing or Request for Letter of Creditfrequently than monthly, 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 last Business Day of Investor Capital Calls to Investors the week preceding such delivery), (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); (iiiB) 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 Investorpreceding clause (iv), unless such transfer will result in a Borrowing Base deficiency or cause all transfers for such month to equal 1% or more prepared as of the aggregate Investor Capital Commitmentsdate most recently required above, but on a Pro Forma Basis for any relevant events described in which case clause (iv) above and (C) accompanied by the supporting documentation required in connection therewith as set forth on Schedule 9.01(f). Each such updated Borrowing Base Certificate shall be delivered and 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 (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long include such supporting information as such Exclusion Event will result in a Borrowing Base 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 reasonably requested from time 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 time by 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) Business Day in advance of the effective date of such adjustmentAgent.

Borrowing Base Certificate. Within ten On or prior to the 20th Business Day following the end of the previous fiscal month beginning with the first fiscal month ending after the Closing Date, a Borrowing Base Certificate as of the close of business on the last day of the immediately preceding fiscal month, substantially in the form of Exhibit L hereto; provided that the Borrower may elect to deliver the Borrowing Base Certificate on a more frequent basis but if such election is exercised, it must be continued until the date that is 30 days after the date of such election (10) days with a frequency equal to that of the initial additional Borrowing Base Certificate delivered by the Borrower for such period); provided, further, that during a Cash Dominion Period, a Borrowing Base Certificate must be delivered on the Friday following the end of each calendar monthfiscal week; provided further that if Holdings, any of the Borrowers or any of their Subsidiaries (i) disposes of more than $10,000,000 of assets comprising the Borrowing Base to a non- Credit Party in a transaction permitted by Section 10.4 hereof or (ii) designates as an Unrestricted Subsidiary an entity with assets comprising the Borrowing Base in excess of $10,000,000, then in each case, the Borrowers Borrower shall promptly deliver to the Administrative Agent an updated Borrowing Base Certificate, on a Pro Forma Basis for such disposition or designation. Each Borrowing Base Certificate shall be certified on behalf of the Borrowers by a Responsible Officer of each Borrower to be true and correct (i) the Borrower, setting forth a calculation of the Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying as at the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the 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 end of such Investor Capital Calls and calculated after giving effect to the related Investor Capital Contributions requested by such Investor Capital Callsfiscal month (or each week during a Cash Dominion Period); (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 deficiency or cause all transfers for such month to equal 1% or more of the 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, in each case, prior to the effectiveness thereof); accompanied by such supporting detail and (iv) no later than five (5) Business Days following the occurrence of (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long documentation as such Exclusion Event will result in a Borrowing Base 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 requested 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) Business Day in advance of the effective date of such adjustmentits reasonable discretion.

Borrowing Base Certificate. Within ten (10i) days of On the end Effective Date, (ii) unless clause (iii) below applies, each month, not later than 5:00 P.M. (New York time) on or before the 12th Business Day of each calendar such month, (iii) during any period in which a Weekly Borrowing Base Period is in effect, each week, not later than 5:00 P.M. (New York time) on or before the Borrowers shall deliver to third Business Day of each such week (or at such other times as the Administrative Agent an updated Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true and correct may request), (iiv) setting forth a calculation at the time of the Available Commitment as consummation of such date a Permitted Acquisition, (v) at the time of delivery, and, if the consummation of a disposition pursuant to Section 10.02(e) involving assets included in the Borrowing BaseBase in excess of the $5,000,000 and (vi) at the time any Borrower ceases to be a wholly-owned Subsidiary of the Company or is designated as an Unrestricted Subsidiary (in each case under clauses (i) -(vi) hereof with supporting calculations in reasonable detail including, certifying the aggregate Recallable Capital included without limitation, with respect to cash balances, accounts receivable, accounts payable and inventory amounts), a certificate substantially in the Unfunded Capital Commitments andform of Exhibit M (each, on a monthly basis“Borrowing Base Certificate”) shall be prepared as of the last Business Day of the preceding month in the case of each subsequent Borrowing Base Certificate (or, the transfer of Investor 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, or specifying if any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be is delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the related Request for Borrowing or Request for Letter of Creditfrequently than monthly, 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 deficiency or cause all transfers for such month to equal 1% or more last Business Day of the aggregate Investor Capital Commitments, in which case week preceding such updated delivery). Each such Borrowing Base Certificate shall include such other supporting information as may be delivered and any mandatory prepayment required reasonably requested from time to time by the Administrative Agent or the Collateral Agent. Notwithstanding the generality of the foregoing provisions of this Credit Agreement shall be madeclause (j), in each case, prior to the effectiveness thereof); and (iv) no later than within five (5) Business Days following of the occurrence of Effective Date (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long as such Exclusion Event will result date may be extended from time to time by the Administrative Agent in a Borrowing Base deficiency or cause all Exclusion Events for such month its sole discretion), the Company shall be allowed (but not required) to equal 1% or more of aggregate Investor Capital Commitments (in which case, such deliver the updated Borrowing Base Certificate pursuant to Section 5.03(b) that shall be, in form and in substance, in compliance with requirements of this clause (j) and that shall be delivered and prepared as of August 31, 2016 (other than any mandatory prepayment required by this Credit Agreement cash balances, which shall be made) and otherwiseas of the date of delivery thereof), Exclusion Events may which shall be reported (and recognized as a updated Borrowing Base Certificate providedfor all purposes of this Agreement. (k) within ten (10) days Notice of Dominion Period or Compliance Period. Promptly after any Authorized Officer of any Credit Party or any of their respective Subsidiaries obtains knowledge thereof, notice of the end commencement of each calendar month a Dominion Period or a Compliance Period. (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) Business Day in advance of the effective date of such adjustment.l)

Borrowing Base Certificate. Within ten (10) days of the end of each calendar month, the Borrowers shall deliver to the Administrative Agent an updated Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true As soon as available and correct (i) setting forth a calculation of the Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the 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) event within three (3) Business Days after the end of each fiscal month, a Borrowing Base Certificate of the issuance Eligible Loan Parties, on a consolidated basis, which shall be executed by a Responsible Officer of Investor Capital Calls the Eligible Loan Parties and shall be current as of the close of business on the last Thursday in the immediately preceding fiscal month, supported by schedules showing the derivation thereof and containing such detail and other information as the Agent may request from time to Investors (time or as otherwise provided in Section 7.9; provided, however that during any Availability Event Period, such Borrowing Base Certificates shall be delivered to the Administrative Agent along with a summary within three (3) Business Days after end of each two fiscal week period occurring during such Investor Capital Calls Availability Event Period and calculated after giving effect to shall be current as of the related Investor Capital Contributions requested by such Investor Capital Calls); (iii) promptly following a transfer close of any Included Investor’s, Investor Capital Commitment (other than business on the last Thursday 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 immediately preceding two fiscal week period. The Borrowing Base deficiency or cause all transfers for such month to equal 1% or more of set forth in the aggregate Investor Capital Commitments, in which case such updated Borrowing Base Certificate shall be delivered effective from and any mandatory prepayment required by this Credit Agreement shall be made, in each case, prior to including the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long as date such Exclusion Event will result in a Borrowing Base 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 is duly received by this Credit Agreement shall be made) and otherwise, Exclusion Events may be reported (and the Agent but not including the date on which a updated subsequent Borrowing Base Certificate provided) within ten (10) days is received by the Agent, unless the Agent disputes the eligibility of any property included in the calculation of the Borrowing Base or the valuation thereof by notice of such dispute to the Borrowing Agent. In the event of any dispute about the eligibility of any property included in the calculation of the Borrowing Base or the valuation thereof, the Agent’s good faith judgment shall control. Each Eligible Loan Party shall update its Eligible Inventory at the end of each calendar month or (b) month, to be current as of the reduction last Thursday of any Investor’s Investor Capital Commitment such month, which shall be reflected 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 applicable Borrowing Base if Certificate to be delivered pursuant to this Section 7.8(f) at any time during the Rating of any Rated Included Investor is downgraded by providing notice to the Borrowers at least one (1) Business Day in advance of the effective date of such adjustmentfollowing month.

Borrowing Base Certificate. Within ten (10i) days On the Effective Date, (ii) unless clause (iii) below applies, not later than 5:00 P.M. (New York City time) on or before the 20th day (or, solely with respect to the first three fiscal months of the end Company after the Effective Date, the 25th day) of each calendar monthfiscal month thereafter, (iii) during any period in which a Weekly Borrowing Base Period is in effect, not later than 5:00 P.M. (New York City time) on or before Wednesday of each week, (iv) at the Borrowers time of the consummation of a Permitted Acquisition, (v) at the time of the consummation of any Asset Sale involving Eligible Accounts and/or Eligible Inventory and (vi) within five Business Days after any Recovery Event involving Eligible Inventory with an aggregate value of $3,000,000 or more at or in connection with any Primary Warehouse, a borrowing base certificate setting forth each Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit O (each, a “Borrowing Base Certificate”), which shall deliver to be prepared (A) as of June 23, 2012 in the Administrative Agent an updated case of the initial Borrowing Base Certificate certified by a Responsible Officer and (B) as of the last Business Day of the preceding fiscal month of the Company in the case of each Borrower to be true and correct subsequent Borrowing Base Certificate (i) setting forth a calculation of the Available Commitment as of such date of delivery, andor, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be is delivered more frequently: frequently than monthly, as of the last Business Day of the week preceding such delivery); provided that any Borrowing Base Certificate delivered pursuant to preceding clauses (iiv), (v) in connection with any new Borrowing or request for Letter of Credit and (and vi) shall be attached prepared on a pro forma basis to the related Request for Borrowing include or Request for Letter of Creditexclude, as applicable, and shall give pro forma effect to such new Borrowing any Eligible Accounts or such new Letter of Credit); (ii) within three (3) Business Days of Eligible Inventory 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 subject 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 deficiency or cause all transfers for event. Each such month to equal 1% or more of the 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, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long include such supporting information as such Exclusion Event will result in a Borrowing Base 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 reasonably requested from time 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 time by 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) Business Day in advance of the effective date of such adjustmentAgent.

Borrowing Base Certificate. Within ten (10i) As soon as available, but in any event within twenty (20) days after (x) if the Borrowing Base Threshold is satisfied, the end of the current calendar quarter and (y) if the 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 each calendar the prior month, (A) megawatts installed, (B) megawatts added, (C) net megawatts backlog, (D) megawatts terminated, (E) the Borrowers 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 other Lender, (K) the NYGB Borrowing Base Availability and (L) such other supporting information as reasonably requested by the Administrative Agent, the Collateral Agent or the Lenders, each prepared as at the 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 Deficiency, for the period during which the Borrowing Base Deficiency exists, the Loan Parties shall deliver to the Administrative Agent 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 Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basisAgent, the transfer of Investor Capital Commitments from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor Collateral Agent and (ii) certifying that no Default or Event of Default exists, or specifying any such Default or Event of Default; provided, however, that the Lenders such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the 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 on 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 deficiency or cause all transfers for such month to equal 1% or more of the 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, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (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 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) Business Day in advance of the effective date of such adjustmentbi-weekly basis.

Borrowing Base Certificate. Within ten (10w) days On the Initial Borrowing Date, (x) not later than 5:00 P.M. (New York time) on the forty-fifth day following the end of the first Fiscal Month of the Borrower following the Closing Date, (y) not later than 5:00 P.M. (New York time) on the fifteenth Business Day following the end of each Fiscal Month of the Borrower thereafter and (z) during the continuance of a Borrowing Availability Limitation, not later than 5:00 p.m. (New York time) on the fifth Business Day after the end of each fiscal week of the Borrower (or at such other times as the Administrative Agent may request), a borrowing base certificate setting forth the Borrowing Base (with supporting calculations) substantially in the form of Exhibit M (each, a "Borrowing Base Certificate"), which shall be prepared (A) as of the end of each calendar month, the Borrowers shall deliver to first Fiscal Month of 2006 in the Administrative Agent an updated case of the Initial Borrowing Base Certificate certified by a Responsible Officer and (B) as of the last Business Day of fiscal month or week, as the case may be, of the Borrower in the case of each Borrower to be true and correct subsequent Borrowing Base Certificate (i) setting forth a calculation of the Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; providedit being understood, however, that any Eligible Accounts reflected in any Borrowing Base Certificate may be as of the last Business Day of fiscal month or week, as the case may be, of the Borrower) provided, that, upon the occurrence and continuation of a Default or an Event of Default or if otherwise required by Administrative Agent in its Permitted Discretion, such Borrowing Base Certificates and any additional schedules and other information shall be delivered as often as reasonably requested by Administrative Agent. Each such Borrowing Base Certificate will shall include such supporting information as may be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached requested from time to the 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 time by 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 deficiency or cause all transfers for such month to equal 1% or more of the 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, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (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 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) Business Day in advance of the effective date of such adjustmentAgent.

Borrowing Base Certificate. Within ten (10i) days On the Initial Borrowing Date, (ii) unless clause (iii) below applies, not later than 5:00 p.m. (New York time) on or before the 10th day of each month thereafter (provided that the Company shall have until the 15th day of each month ended prior to Xxxxx 00, 0000), (xxx) during any period in which a Weekly Borrowing Base Period is in effect or if the Company shall elect from time to time in its sole discretion to do so, not later than 5:00 p.m. (New York time) on or before the third Business Day of each week; provided that if the Company shall make such an election to deliver a weekly Borrowing Base Certificate, such election must remain in effect until the occurrence of the end next date referred to in the preceding clause (ii), (iv) during any period in which a Bi-Monthly Borrowing Base Period is in effect, not later than 5:00 p.m. (New York time) on or before the third Business Day after the commencement of the Bi-Monthly Borrowing Base Period and thereafter on or before the first and fifteenth day of each calendar monthmonth (or if such day is not a Business Day, and the Borrowers next preceding Business Day, and (v) at the time of the consummation of a Permitted Acquisition, a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonably detail) substantially in the form of Exhibit P (each, a “Borrowing Base Certificate”), which shall deliver to be prepared (A) as of August 31, 2013 in the Administrative Agent an updated case of the initial Borrowing Base Certificate certified by a Responsible Officer and (B) as of the last Business Day of the preceding month in the case of each Borrower to be true and correct subsequent Borrowing Base Certificate (i) setting forth a calculation of the Available Commitment as of such date of delivery, andor, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be is delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the related Request for Borrowing or Request for Letter of Creditfrequently than monthly, 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 deficiency or cause all transfers for such month to equal 1% or more last Business Day of the aggregate Investor Capital Commitments, in which case week preceding such updated delivery). Each such Borrowing Base Certificate shall be delivered and 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 (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long include such supporting information as such Exclusion Event will result in a Borrowing Base 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 reasonably requested from time 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 time by 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) Business Day in advance of the effective date of such adjustmentAgent.

Borrowing Base Certificate. Within ten (10u) On the Closing Date, (v) on or before October 31, 2013, (w) within 20 days of after the end last day of each calendar monthFiscal Month ending after the Closing Date, (x) by 5:00 p.m. (New York City time) on the Borrowers shall deliver to the Administrative Agent an updated Borrowing Base Certificate certified by a Responsible Officer third Business Day of each Borrower to be true week (a) following the occurrence and correct (i) setting forth during the continuance of a calculation of the Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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 Specified Default or Event of Default exists, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (ib) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to during the 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 continuance 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 deficiency or cause all transfers for such month to equal 1% or more of the 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 madeDominion Period, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (a) any Exclusion Event and on a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long weekly basis until, as such Exclusion Event will result in a Borrowing Base deficiency or cause all Exclusion Events for such month to equal 1% or more of aggregate Investor Capital Commitments (in which caseapplicable, 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 Specified Default is cured or (b) the reduction of any Investor’s Investor Capital Commitment 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 Agreement; providedParty or any Restricted Subsidiary ceasing to be a Credit Party, howeverin either case, that notwithstanding anything to the contrary extent such entity owns any Eligible Accounts or Eligible Inventory) and (z) within three Business Days after any Recovery Event occurs which decreases the Eligible Inventory that are (or would have otherwise been) included in this computation of the Aggregate Borrowing Base, a Borrowing Base Certificate, which shall be prepared (A) in the case of the initial Borrowing Base Certificate, as of August 24, 2013 in respect of the Credit Agreement or any Parties other Loan Documentthan Commercial Bus and as of August 31, 2013 in respect of Commercial Bus, (B) as of September 30, 2013, in the Borrower is not required case of the Borrowing Base Certificate delivered in accordance with preceding sub-clause (v), (C) as of the last day of the preceding Fiscal Month, in the case of each subsequent Borrowing Base Certificate delivered in accordance with preceding sub-clause (w), (D) as of the last Business Day of the preceding calendar week, in the case of each subsequent Borrowing Base Certificate delivered in accordance with the preceding sub-clause (x), (E) as of the last day of the preceding Fiscal Month calculated on a pro forma basis after giving effect to monitor such Asset Sale and setting forth the Ratings value of Included Investorsthe Eligible Accounts and Eligible Inventory previously included in the Aggregate Borrowing Base and disposed of in such Asset Sale, in the case of each Borrowing Base Certificate delivered in accordance with preceding sub-clause (y), and (F) as of the last day of the preceding Fiscal Month calculated on a pro forma basis after giving effect to such Recovery Event and setting forth the value of the Eligible Inventory previously included in the Aggregate Borrowing Base and subject to such Recovery Event, in the case of each Borrowing Base Certificate delivered in accordance with preceding sub-clause (z), together with, in each case, any additional schedules and other information that 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) Business Day in advance of the effective date of such adjustment.reasonably request;

Borrowing Base Certificate. Within ten (10i) days On the Effective Date, (ii) unless clause (iii) below applies, each month, on or before the 12th Business Day of each such month, (iii) during any period in which a Weekly Borrowing Base Period is in effect, not later than 5:00 P.M. on or before the third Business Day of each such week (or at such other times as the Administrative Agent may request) and (iv) at the time of the end consummation of a disposition pursuant to Section 10.02(e) in excess of the $35,000,000 amount specified in such Section (in each case under clauses (i)-(iv) hereof with supporting calculations in reasonable detail including, without limitation, with respect to cash balances, accounts receivable, accounts payable and inventory amounts), substantially in the form of Exhibit N (each, a “Borrowing Base Certificate”), which shall be prepared as of the last Business Day of the preceding month in the case of each calendar monthsubsequent Borrowing Base Certificate (or, if any such Borrowing Base Certificate is delivered more frequently than monthly, as of the last Business Day of the week preceding such delivery). Each such Borrowing Base Certificate shall include such other supporting information as may be reasonably requested from time to time by the Administrative Agent or the Collateral Agent. Simultaneously with the delivery of each (x) borrowing request pursuant to Section 2.03 and (y) Borrowing Base Certificate (to the extent any Loans are then outstanding), Borrowers shall deliver to the Administrative Agent an updated Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true report reflecting all additional Investment Grade Account Debtors and correct (i) setting forth a calculation of the Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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 all Account Debtors which are no Default or Event of Default exists, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the 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 deficiency or cause all transfers for such month to equal 1% or more of the 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 madelonger Investment Grade Account Debtors, in each case, since the date of the delivery of the immediately prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (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 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 otherwiseor borrowing request, 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, as applicable. Borrowers and the Administrative Agent will monitor hereby agree that the delivery of any Borrowing Base Certificate through Administrative Agent’s electronic platform or portal, subject to Administrative Agent’s authentication process, by such Ratings and other electronic method as may adjust be approved by Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Base as may be approved by Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of Borrowers to deliver such Borrowing Base Certificate, with the same legal effect as if the Rating such Borrowing Base Certificate had been manually executed by Borrowers and delivered to Administrative Agent. (k) Notice of Dominion Period or Compliance Period. Promptly after any Authorized Officer of any Rated Included Investor is downgraded by providing Credit Party or any of their respective Subsidiaries obtains knowledge thereof, notice to the Borrowers at least one (1) Business Day in advance of the effective date commencement of such adjustmenta Dominion Period or a Compliance Period.

Borrowing Base Certificate. Within ten Furnish to the Agents as soon as available and in any event (10i) days on or before the initial Extension of Credit hereunder and thereafter on or before the fifth Business Day of each week, a weekly Borrowing Base Certificate as of the end last Business Day of each calendar monththe immediately preceding week, the Borrowers shall deliver to (ii) if requested by the Administrative Agent an updated or the Required Lenders at any other time when the Administrative Agent or the Required Lenders reasonably believes or believe, as the case may be, that the then existing Borrowing Base Certificate certified by is materially inaccurate, as soon as reasonably available but in no event later than the Business Day following such request, a Responsible Officer of each Borrower to be true and correct (i) setting forth a calculation Borrowing Base Certificate showing the Borrowing Base as of the date so requested (it being understood that for purposes of calculating the Borrowing Base pursuant to this clause (ii), Eligible Inventory shall be calculated as of the fifth Business Day prior to the date so requested), in each case with supporting documentation, (iii) by no later than 11:00 A.M., New York time, on each Business Day if the Available Commitment Commitments as of the immediately preceding Business Day is less than $10,000,000, a Borrowing Base Certificate showing the Borrowing Base as of such date immediately preceding Business Day (it being understood that for purposes of delivery, and, if included in calculating the Borrowing BaseBase pursuant to this clause (iii), certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and Eligible Inventory shall be attached to calculated as of the related Request for Borrowing or Request for Letter of Credit, as applicable, and shall give pro forma effect fifth Business Day prior to such new Borrowing or such new Letter of Creditimmediately preceding Business Day); (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 deficiency or cause all transfers for such month to equal 1% or more of the 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, in each casecase with supporting documentation, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following such other supporting documentation and additional reports with respect to the occurrence of (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 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 as 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) Business Day in advance of the effective date of such adjustmentshall reasonably request.

Borrowing Base Certificate. Within ten (10) days of the end of each calendar month, the Borrowers shall calculate Borrowing Base and Availability Amount and deliver to the Administrative Agent an updated (and Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate certified by a Responsible Officer of (a) in draft form no later than three (3) Business Days prior to each Borrower Payment Date (which draft shall reflect what is reasonably anticipated to be true and correct (i) setting forth a calculation of the Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such final Borrowing Base Certificate will 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 more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and prior to the applicable Payment Date), which shall be attached to in final form and executed and delivered by 12:00 p.m. (New York time) on such Payment Date (such executed Borrowing Base Certificate, a “Payment Date Borrowing Base Certificate”), showing valuations as of the related Request for Borrowing or Request for Letter close of Creditbusiness of the last day of the calendar month just ended, as applicable, and shall give pro forma effect to such new Borrowing or such new Letter of Credit); (iia) 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 issuance of Investor Capital Calls to Investors date such Approved Financing became a Zero Value Approved Financing, (delivered to the a) within three (3) Business Days following any other demand by Administrative Agent along with a summary (which may be requested up to one (1) time per week), showing valuations as of such Investor Capital Calls and calculated after giving effect the date of demand, (d) on the date on which any Notice of Borrowing is delivered or as otherwise required pursuant to the related Investor Capital Contributions requested by such Investor Capital Calls); (iii) promptly following a transfer of any Included Investor’sSection 4.1.1, Investor Capital Commitment (other than in the case showing valuations as 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 deficiency or cause all transfers for such month to equal 1% or date not more of the 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, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following earlier than the occurrence actual date of Advance, (ae) within three (3) Business Days after any Exclusion Event and a Responsible Officer Removal Date, (f) upon Borrowers’ request for an Additional Collateral Event, showing valuations as of a Credit Party obtaining date not more than five (5) Business Days prior to the actual knowledge thereof so long as inclusion of such Exclusion Event will result Approved Financing in a the Borrowing Base deficiency or cause all Exclusion Events for such month and (g) as otherwise required pursuant 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, howeverincluding without limitation, 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) Business Day in advance of the effective date of such adjustmentSection 8.1.3(f).

Borrowing Base Certificate. Within ten 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 (10including, without limitation, the documentation described in Schedule 1 to Exhibit I) days and a Hedge Value Report shall be furnished to the Administrative Agent: (i) as soon as available and in any event prior to the Initial Extension of Credit, (ii)(A) after the Initial Extension of Credit, on or before the 15th day following the end of each fiscal month, which monthly Borrowing Base Certificate shall reflect the Inventory updated as of the end of each calendar monthsuch month and (B) in addition to such monthly Borrowing Base Certificates, (x) weekly Borrowing Base Certificates and a Hedge Value Report upon the Borrowers shall deliver to occurrence and continuance of an Event of Default or if Availability is less than $62,500,000 for five consecutive Business Days, on or before the Administrative Agent an updated third Business Day following the end of each week, which weekly Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true and correct (i) setting forth a calculation shall reflect the Accounts updated as of the Available Commitment as of such date of delivery, and, immediately preceding Thursday; provided that if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor Capital Commitments from one existing PWM Investor Availability is equal 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request greater than $62,500,000 for Letter of Credit (and shall be attached to the 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) consecutive Business Days of the issuance of Investor Capital Calls to Investors (delivered to the Administrative Agent along with a summary of Days, 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 deficiency or cause all transfers for such month to equal 1% or more of the aggregate Investor Capital Commitments, in which case such updated Borrowing Base Certificate shall be delivered pursuant to clause (ii)(A) herein and (y) at the option of the Borrower, weekly updates of Accounts and Hedge Value Reports, certified by a Responsible Officer, and (iii) if requested by the Administrative Agent at any mandatory prepayment required by this Credit Agreement shall be madeother time when the Administrative Agent reasonably believe that the then existing Borrowing Base Certificate or Hedge Value Report is materially inaccurate, as soon as reasonably available after such request, in each casecase with supporting documentation as the Lenders may reasonably request (including without limitation, prior the documentation described on Schedule 1 to the effectiveness thereof); Exhibit I) and (iv) no later than five (5) Business Days following the occurrence of (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 deficiency or cause all Exclusion Events for such month pursuant 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 Section 5.02(g)(iv). Notwithstanding anything to the contrary in this Credit Agreement Section 5.02(g) and Section 5.02(j), in connection with any liquidation or any other Loan Documentdissolution permitted hereunder of a Subsidiary (whose assets are included in the Borrowing Base and whose liabilities at such time are less than the assets of such Subsidiary), the Borrower is not shall deliver to the Administrative Agent, prior to such liquidation or dissolution, a pro forma Borrowing Base Certificate demonstrating that no overadvance shall result after giving effect to such liquidation or dissolution. Xxxx Second Amended and Restated Revolving Credit and Guaranty Agreement Documents required to monitor be delivered pursuant to Section 5.01 or this Section 5.03 (to the Ratings 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 Included Investors, and receipt by the Administrative Agent will monitor irrespective of when such Ratings 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 may adjust the Borrowing Base if Agents have unrestricted access (whether a commercial, third-party website or whether sponsored by the Rating Administrative Agent); provided that the accommodation provided by the foregoing sentence shall not impair the right of the Administrative Agent to request and receive from the Loan Parties physical delivery of any Rated Included Investor is downgraded by providing notice specific information provided for in Section 5.01 or this Section 5.03. Other than with respect to the Borrowers at least one (1) Business Day in advance bad faith, gross negligence or willful misconduct on the part of the effective date Lead Arrangers, Agents or Lenders, none of such adjustmentthe Lead Arrangers, Agents or the 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 Informational Website and the information posted thereto.

Borrowing Base Certificate. Within Furnish to the Administrative Agent, no later than (i) four (4) Business Days after the end of each week (other than during the calendar week in which the 25th day of December occurs), a completed Borrowing Base Certificate as of the last day of the immediately preceding one week period, and (ii) if requested by the Administrative Agent, after consultation with the Initial Lenders or at the direction of at least two of the Initial Lenders, at any other time when the Administrative Agent, reasonably believes that the then existing Borrowing Base Certificate is materially inaccurate, as soon as reasonably available but in no event later than seven (7) Business Days after such request, a completed Borrowing Base Certificate showing the Borrowing Base as of the date so requested, in each case with supporting documentation and additional reports with respect to the Borrowing Base as the Administrative Agent, after consultation with the Initial Lenders, may reasonably request or as required by at least two of the Initial Lenders. From and after the execution of the Borrowing Base Addendum, the PP&E Component of the Borrowing Base shall be updated (i) from time to time upon receipt of periodic valuation updates received from the financial advisors to the Administrative Agent's counsel or representatives of the Initial Lenders, (ii) concurrent with the sale of any assets constituting part of the PP&E Component, (iii) in the event such assets are idled for any reason other than routine maintenance or repairs for a period in excess of twenty-one (21) consecutive days or, following any such closure, in the event any such idled assets resume operations for a period in excess of ten (10) days consecutive days, or (iv) the value of such assets is otherwise impaired, in the Administrative Agent's sole discretion, after consultation with the Initial Lenders, or as determined by at least two of the end Initial Lenders. From and after the execution of each calendar monththe Borrowing Base Addendum, the Borrowers components of the Borrowing Base consisting of inventory and receivables shall deliver be subject to a quarterly audit by the financial advisors to the Administrative Agent Agent's counsel or by representatives of an updated Borrowing Base Certificate certified Initial Lender, if required by a Responsible Officer of each Borrower to be true and correct (i) setting forth a calculation the Administrative Agent, after consultation with the Initial Lenders or if required by at least two of the Available Commitment as Initial Lenders. The components of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the 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 deficiency or cause all transfers for such month to equal 1% or more of the 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, in each case, prior to the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (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 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 consisting of (x) inventory shall be updated monthly as of the Rating close of any Rated Included Investor is downgraded by providing notice to business on the Borrowers at least one (1) last Business Day in advance of each month, from and after the execution of delivery of the effective date Borrowing Base Addendum, and (y) receivables shall be updated weekly as of such adjustmentthe close of business on the last Business Day of each week.

Borrowing Base Certificate. Within ten (10) days of the end of each calendar month, the Borrowers shall deliver to the Administrative Agent an updated Borrowing Base Certificate certified by a Responsible Officer of each Borrower to be true and correct (i) setting forth Unless clause (ii) below applies, not later than 5:00 P.M. (New York City time) on or before the 20th day of each Fiscal Month thereafter, (ii) during any period in which a calculation Dominion Period is in effect, not later than 5:00 P.M. (New York City time) on or before Friday of each week with respect to the business week ended the previous Saturday, (iii) at the time of the Available Commitment as consummation of such date a Permitted Acquisition (provided, that the failure to comply with this clause (iii) shall not constitute an Event of deliveryDefault, and, if but any acquired Inventory or Accounts will not be included in the Borrowing BaseBase pending compliance) and (iv) at the time of the consummation of any Asset Sale involving ABL Facility Priority Collateral, certifying a borrowing base certificate setting forth the aggregate Recallable Capital included Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the Unfunded Capital Commitments andform of Exhibit M (each, on a monthly basis“Borrowing Base Certificate”), which shall be (A) prepared as of the transfer last Business Day of Investor Capital Commitments from one existing PWM Investor to another existing PWM Investor or from an existing PWM Investor to a new PWM Investor and the preceding Fiscal Month in the case of each Borrowing Base Certificate delivered after the Effective Date (ii) certifying that no Default or Event of Default existsor, or specifying if any such Default or Event of Default; provided, however, that such Borrowing Base Certificate will be is delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the related Request for Borrowing or Request for Letter of Creditfrequently than monthly, 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 last Business Day of Investor Capital Calls to Investors the week preceding such delivery), (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); (iiiB) 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 Investorpreceding clauses (iii) and (iv), unless such transfer will result in a Borrowing Base deficiency or cause all transfers for such month to equal 1% or more prepared as of the aggregate Investor Capital Commitmentsdate most recently required above, but on a Pro Forma Basis for any relevant events described in which case clauses (iii) and (iv) above and (C) accompanied by the supporting documentation required in connection therewith as set forth on Schedule 9.01(f). Each such updated Borrowing Base Certificate shall be delivered and 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 (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long include such supporting information as such Exclusion Event will result in a Borrowing Base 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 reasonably requested from time 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 time by 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) Business Day in advance of the effective date of such adjustmentAgent.

Borrowing Base Certificate. Within ten (10i) days of On the end Effective Date, (ii) not later than 5:00 P.M. (New York time) on or before the 15th day of each calendar month, the Borrowers shall deliver to month thereafter (or at such other times as the Administrative Agent may reasonably request), (iii) at the time of the 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 occurrence and during the continuance of an updated Event of Default and (v) 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 (in each case with supporting calculations in reasonably detail) substantially in the form of Exhibit R (each, a “Borrowing Base Certificate”), which shall be prepared (A) as of January 31, 2012 in the case of the initial Borrowing Base Certificate certified by a Responsible Officer and (B) as of the last Business Day of the preceding month in the case of each Borrower to be true and correct (i) setting forth a calculation of the Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital included in the Unfunded Capital Commitments and, on a monthly basis, the transfer of Investor 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, or specifying any such Default or Event of Default; provided, however, that such subsequent Borrowing Base Certificate will be delivered more frequently: (i) in connection with any new Borrowing or request for Letter of Credit (and shall be attached to the related Request for Borrowing or Request for Letter of Creditbut adjusted, 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 Borrowing Base Certificate delivered in connection with a Permitted Acquisition, to another existing PWM Investor or from an existing PWM Investor to a new PWM Investorreflect any Eligible Accounts, unless such transfer will result in Eligible Inventory, Eligible Machinery and Equipment and Eligible Real Property acquired by a Borrowing Base deficiency or cause all transfers for Party pursuant to such month to equal 1% or Permitted Acquisition) (or, if any such Borrowing Base Certificate is delivered more frequently than monthly, as of the aggregate Investor Capital Commitments, in which case last Business Day of the week preceding such updated delivery). Each such Borrowing Base Certificate shall include the then applicable, marked-to-market Swap Termination Value which the Borrower intends be delivered treated as a Qualified Swap Termination Value for purposes of Section 5.03(d), and 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 (a) any Exclusion Event and a Responsible Officer of a Credit Party obtaining actual knowledge thereof so long all such supporting information as such Exclusion Event will result in a Borrowing Base 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 reasonably requested from time 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 time by 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) Business Day in advance of the effective date of such adjustmentAgent.