Common use of Borrowing Base Certificate Clause in Contracts

Borrowing Base Certificate. (i) On the Closing Date and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafter, (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).

Borrowing Base Certificate. (i) On the Closing Date and (ii) not no later than 5:00 P.M. (New York time) on or before the 15th Business Day 25th day of each fiscal month thereafterthereafter until payment of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, termination or expiry of all outstanding Letters of Credit and termination of the Commitments of the Lenders, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended month (A) a borrowing base certificate setting forth except solely in the case of the Borrowing Base Certificate delivered on the Closing Date, which such Borrowing Base Certificate shall, except for Fair Market Values of any Eligible Assets determined by Approved Appraisers as at any other dates, relate to October 31, 1997); provided, however, that in addition to such regular monthly certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(iii)(1), 2.10B(ii)(1) or 3.3(vii). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base Certificate then most recently delivered. Such Borrowing Base Certificate shall (in 1) state each case with supporting calculations in reasonable detailcomponent of Borrowing Base Collateral then subject to perfected Liens of the Security Agreements, (2) substantially state the portion of the Borrowing Base established by each component Borrowing Base Collateral by the formula stated in the form definition of Exhibit I Borrowing Base, (each, a “3) state the Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as by aggregating each of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations values stated pursuant to the general ledger, preceding clause (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent2), and (E4) Inventory reports, each state the then Outstanding Amounts and the amount of which any Borrowing Base Deficiency. The Borrowing Base Certificate shall be prepared as (A) certify that none of the last Business Day Borrowing Base Collateral included in the calculation of the fiscal month immediately preceding Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such required delivery. Each Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall include contain the relevant exclusions for any such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(iii)(1) and 2.10A hereof, (B) certify that no reduction in the Permitted Receivables Liens)Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) or, if the Company cannot so certify, contain the exclusion required by such subsection and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed fifty percent (50%) of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed fifty percent (50%) of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies determining the book value of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentenceRotables in any Borrowing Base Certificate, the Administrative Agent Company shall have the right use its normal accounting procedures except to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).the

Borrowing Base Certificate. (i) On the Closing Date and (ii) not later than 5:00 P.M. (New York time) As soon as available but in any event on or before the prior to 15th Business Day following the end of each the previous fiscal month thereafterbeginning with the first fiscal month ending after the Restatement Effective Date, (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) Certificate as of the close of business on the last day of the immediately preceding fiscal month, substantially in the form of Exhibit I (each, a “N hereto; provided that the Borrower may elect to deliver the Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries Certificate on a consolidated 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 (with a frequency equal to that of the initial additional Borrowing Base Certificate delivered by the Borrower for such period); provided, further, that upon the commencement and during the continuance of a Weekly Reporting Period, the Borrower shall deliver a Weekly Borrowing Base Certificate and such supporting information on Wednesday of each week (or if Wednesday is not a Business Day, on the next succeeding Business Day), as of the last day close of business on the immediately preceding Saturday; provided, further, that upon the sale or other disposition of Collateral of any Credit Party included in the Borrowing Base outside of the prior fiscal monthordinary course of business yielding net cash proceeds of $50,000,000 or more, the Borrower shall also furnish an updated Borrowing Base Certificate giving pro forma effect thereto promptly upon the receipt of the net cash proceeds from such sale or other disposition. Documents required to be delivered pursuant to clauses (a), (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agentb), and (Eg) Inventory reportsof this Section 9.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, each of which shall be prepared as deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided that (A) the Borrower shall, at the request of the last Business Day Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the Borrower shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the fiscal month immediately preceding posting of any such required deliverydocuments on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such Borrowing Base Certificate shall include documents from the Administrative Agent and maintaining its copies of such supporting information as documents. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be reasonably requested from time satisfied with respect to time financial information of the Borrower and its Restricted Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SEC or with a similar regulatory authority in a foreign jurisdiction or (B) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings); provided that to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a stand-alone basis, on the other hand. Each Credit Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 9.1(a), (b) and (d) above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information Lenders as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at not containing any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)material nonpublic information.

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) On setting forth a calculation of the Closing Date 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) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafter, (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month certifying that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuingexists, or specifying any such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with account debtors on any new Borrowing or request for Letter of Credit (and shall be attached to the Accounts related Request for Borrowing or Request for Letter of Credit, as applicable, and shall give pro forma effect to verify with them 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’s reasonable satisfaction Agent along with a summary of such Investor Capital Calls and calculated after giving effect to the existence, amount and terms related Investor Capital Contributions requested by such Investor Capital Calls); (iii) promptly following a transfer of any Accounts. The items Included Investor’s Investor Capital Commitment (other than in the case of a transfer from one existing PWM Investor to be provided under this Section are another existing PWM Investor or from an existing PWM Investor to be a new PWM Investor, unless such transfer will result in form satisfactory a Borrowing Base deficiency or cause all transfers for such month to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records equal 3% or more of the Collateralaggregate Investor Capital Commitments, in which case such updated Borrowing Base shall be delivered and any Loan Party’s failure mandatory prepayment required by this Credit Agreement shall be made, in each case, prior to deliver the effectiveness thereof); and (iv) no later than five (5) Business Days following the occurrence of (a) a Responsible Officer of a Credit Party obtaining actual knowledge of any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien Exclusion Event occurring with respect to (x) any Included Investor (other than a PWM Investor) or (y) one or more PWM Investors with Investor Capital Commitments that, in the Collateral. Unless otherwise agreed aggregate, represent more than 3% of the aggregate Investor Capital Commitments or (b) the reduction of any Investor’s Investor Capital Commitment in accordance with the terms of this Credit Agreement; provided, however, that notwithstanding anything to by Administrative Agentthe contrary in this Credit Agreement or any other Loan Document, the items Borrower is not required to be provided under this Section 9.01 shall be delivered 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 a method providing notice to the Borrowers at least one (1) Business Day in advance of Approved Electronic Communication (including, without limitation, by email)the effective date of such adjustment.

Borrowing Base Certificate. (ia) On the Closing Date Business Day immediately preceding the Business Day on which Borrower requests that Agent make a Loan or establish a Credit, and in addition, twice each month on the fifteenth (ii15th) day of such month (or if not later than 5:00 P.M. (New York timea Business Day, then the immediately following Business Day) on or before and the 15th last Business Day of each fiscal month thereaftersuch month, (A) whether or not Borrower is requesting or has requested any Loans or Credits or more frequently at Borrower's option or as Lender may request, Borrower shall provide Agent a borrowing base certificate Borrowing Base Certificate setting forth Borrower's calculation of the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially Loans and Credits available to Borrower pursuant to the terms and conditions contained in the form of Exhibit I (each, a “Borrowing Base Certificate”) Accounts Agreement and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis herein as of the immediately preceding Business Day in the case of a Borrowing Base Certificate delivered to Agent other than on the fifteenth (15th) day or last day of the prior fiscal any month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared or as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such two (2) week period in the case of a Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time delivered to time by Agent on the Administrative Agent fifteenth (including a break-down 15th) day or last day of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In additionmonth, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent case may reasonably request be, in connection with such test verifications; providedeach case, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent duly completed and executed by the chief financial officer or other appropriate financial officer of Borrower Agent and delivered acceptable to Administrative Agent from time Agent, together with all schedules required pursuant to time solely for Administrative Agent’s convenience in maintaining records the terms of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication Borrowing Base Certificate duly completed (including, without limitation, by emaila schedule of all Accounts created, collections received and credit memos issued for each day of the immediately preceding week); provided, that, without -------- ---- limiting any other rights of Agent or Lender, upon Agent's request, Borrower shall provide Agent on a daily basis with a schedule of Accounts, collections received and credits issued and on a weekly basis with an inventory report in the event that at any time either: (i) an Event of Default, or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (ii) Borrower shall have failed to deliver any Borrowing Base Certificate in accordance with the terms hereof, or (iii) upon Agent's good faith belief, any information contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading, or (iv) Excess Availability shall be less than ten (10%) percent of the Maximum Credit.

Borrowing Base Certificate. (i) On As soon as available, but in any event within twenty (20) days after (x) if the Closing Date Borrowing Base Threshold is satisfied, the end of the current calendar quarter and (iiy) if the Borrowing Base Threshold is not later than 5:00 P.M. (New York time) on or before satisfied, the 15th Business Day end of each fiscal month thereafterthe current month, a Borrowing Base Certificate, together with a Back-Log Spreadsheet and a Take-Out Spreadsheet, providing, as of the end of the prior month, (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal monthmegawatts installed, (B) accounts receivable agings inclusive of reconciliations to the general ledgermegawatts added, (C) accounts payable schedules inclusive of reconciliations to the general ledgernet megawatts backlog, (D) screenshots megawatts terminated, (E) the Borrowing Base, (F) the Total Outstandings, (G) the Unencumbered Liquidity, (H) any contracts included in Project Back-Log that are ineligible for Tranching of balances Projects under any open Tax Equity Partnership (including the number, face value and reasons for rejection), (I) the prior month with respect to NYGB Borrowing Base, (J) the Collection Accounts Revolving Exposure of NYGB and Concentration Accounts of each other Lender, (K) the NYGB Borrowing Base Availability and any (L) such other depository accounts supporting information as reasonably requested by the Administrative Agent), and (E) Inventory reportsthe Collateral Agent or the Lenders, each of which shall be 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 last Business Day Borrower. Notwithstanding the foregoing, in the event of a Borrowing Base Deficiency, for the fiscal month immediately preceding such required delivery. Each period during which the Borrowing Base Deficiency exists, the Loan Parties shall deliver to the Administrative Agent, the Collateral Agent and the Lenders such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including on a breakbi-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens)weekly basis. In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iiiTogether with each Borrowing Base Certificate delivered pursuant to Section 6.02(m)(i) evidence of shipment above, or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral more frequently as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed requested by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items Collateral Agent or the Required Lenders, (A) the monthly or quarterly, as applicable, aging of the accounts receivable and accounts payable of the Loan Parties, (B) an aged listing of accounts related to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication the Eligible Direct Payment Receivables, the Eligible Customer Upfront Payment Receivables, the Eligible Trade Accounts and the Eligible Project Back-Log and (including, without limitation, by email)C) an Inventory report.

Borrowing Base Certificate. Borrowers shall calculate Borrowing Base and Availability Amount and deliver to Administrative Agent (iand Administrative Agent shall promptly deliver same to Lenders) On the Closing Date and a Borrowing Base Certificate (ii%4) not in draft form no later than 5:00 P.M. three (3) Business Days prior to each Payment Date (which draft shall reflect what is reasonably anticipated to be the final Borrowing Base Certificate subject only to updates for amounts on deposit in the Revenue Account and any principal, interest and fee invoices issued after the date such draft is required to be delivered and prior to the applicable Payment Date), which shall be in final form and executed and delivered by 12:00 p.m. (New York time) on or before the 15th Business Day of each fiscal month thereafter, such Payment Date (A) a borrowing base certificate setting forth the such executed Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (eachCertificate, a “Payment Date Borrowing Base Certificate”) and setting forth ), showing valuations as of the aggregate amount close of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as business of the last day of the prior fiscal monthcalendar month just ended, (B%4) accounts receivable agings inclusive within three (3) Business Days of reconciliations to the general ledgerany event or circumstance in which an Approved Financing has become a Zero Value Approved Financing, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared showing valuations as of the last date such Approved Financing became a Zero Value Approved Financing, (%4) within three (3) Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time Days following any other demand by the Administrative Agent (including which may be requested up to one (1) time per week), showing valuations as of the date of demand, (d) on the date on which any Notice of Borrowing is delivered or as otherwise required pursuant to Section 4.1.1, showing valuations as of a break-down date not more than five (5) Business Days earlier than the actual date of all Accounts during the last fiscal month that were subject Advance, (e) within three (3) Business Days after any Removal Date, (f) upon Borrowers’ request for an Additional Collateral Event, showing valuations as of a date not more than five (5) Business Days prior to the Permitted Receivables Liens). In addition, Borrower shall deliver at actual inclusion of such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; Approved Financing in the Borrowing Base and (ivg) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject otherwise required pursuant to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)Agreement.

Borrowing Base Certificate. (i) On the Closing Date and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafter, (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules (“A/P Agings Report”) inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).

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) On setting forth a calculation of the Closing Date Available Commitment as of such date of delivery, and, if included in the Borrowing Base, certifying the aggregate Recallable Capital (as defined in the LLC Agreement) included in the Unfunded Capital Commitments, the FX Reserve reflecting current Spot Rates 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) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafter, (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month certifying that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuingexists, or specifying any such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with account debtors on any new Borrowing or request for Letter of Credit (and shall be attached to the Accounts related Request for Borrowing or Request for Letter of Credit, as applicable, and shall give pro forma effect to verify with them 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’s reasonable satisfaction Agent along with a summary of such Investor Capital Calls and calculated after giving effect to the existence, amount and terms related Investor Capital Contributions requested by such Investor Capital Calls); (iii) promptly following a transfer of any Accounts. The items Included Investor’s Investor Capital Commitment (other than in the case of a transfer from one existing PWM Investor to be provided under this Section are another existing PWM Investor or from an existing PWM Investor to be a new PWM Investor, unless such transfer will result in form satisfactory a Borrowing Base deficiency or cause all transfers for such month to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records equal 3% or more of the Collateralaggregate Investor Capital Commitments, and any Loan Party’s failure to deliver any of in which case such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 updated Borrowing Base 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 Borrower obtaining actual knowledge thereof 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 a method providing notice to the Borrowers at least one (1) Business Day in advance of Approved Electronic Communication (including, without limitation, by email)the effective date of such adjustment.

Borrowing Base Certificate. (i) On the Closing Date and Restatement Effective Date, (ii) not later than 5:00 P.M. (New York time) on or before the 15th 10th Business Day of each fiscal calendar month thereafterthereafter (or no later than the Wednesday of each week during any period in which a Weekly Borrowing Base Period is in effect), (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I P (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared (A) as of January 29, 2011 in the case of the Borrowing Base Certificate delivered on the Restatement Effective Date and (B) as of the last Business Day close of business of the fiscal preceding month in the case of each subsequent Borrowing Base Certificate (or, if any such Borrowing Base Certificate is delivered weekly, as of the close of business of the Saturday preceding such delivery, in which case the calculation thereunder with respect to Inventory shall be based upon good faith estimates by Borrowers) and (iii) the Obligors’ Agent shall also furnish a Borrowing Base Certificate within five (5) Business Days after December 15 of each year (which shall roll forward the Qualified Obligors’ Inventory, credit card receivables and the total outstanding Loans), as of the close of business on the immediately preceding Saturday; provided that such Borrowing Base Certificate shall not be required deliveryto be furnished in any given Fiscal Year, if (x) as of such date there are no outstanding Loans or requests and (y) no Notice of Borrowing has been provided at any time between December 15 and December 31 of such Fiscal Year. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a breakor any Co-down of all Accounts during the last fiscal month that were subject Collateral Agent. The Borrowers may, at their option, elect to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, furnish the Administrative Agent shall have the right with a Borrowing Base Certificate on a more frequent basis than is otherwise required pursuant to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verificationsthis Section 9.01(j); provided, however provided that, so long as no Default or Event if the Borrowers elect to deliver a Borrowing Base Certificate on a more frequent basis than is required by the other provisions of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are 9.01(j), then the Obligors’ Agent shall continue to be in form satisfactory to Administrative Agent and executed by furnish a Borrowing Base Certificate on such basis from the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records date of such election through the remainder of the Collateral, and any Loan Party’s failure to deliver any of Fiscal Year in which such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)election was made.

Borrowing Base Certificate. (i) On the Closing Date and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafter, (A) a borrowing base certificate setting forth the A Borrowing Base (in each case with supporting calculations in reasonable detail) Certificate substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such date required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be delivered or so requested, in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien each case with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication supporting documentation (including, without limitation, the documentation described in Schedule 1 to Exhibit I) 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 such month and (B) in addition to such monthly Borrowing Base Certificates, (x) upon the occurrence and continuance of an Event of Default or if Availability is less than $100,000,000, on or before the third Business Day following the end of each week, which weekly Borrowing Base Certificate shall reflect the Accounts updated as of the immediately preceding Thursday; provided that if Availability is equal to or greater than $125,000,000 for three consecutive Business Days, such Borrowing Base Certificate shall be delivered pursuant to clause (ii)(A) herein and (y) at the option of the Borrower, weekly updates of Accounts, certified by emaila Responsible Officer, and (iii) if requested by the Administrative Agent at any other time when the Administrative Agent reasonably believe that the then existing Borrowing Base Certificate is materially inaccurate, as soon as reasonably available after such request, in each case with supporting documentation as the Lenders may reasonably request (including without limitation, the documentation described on Schedule 1 to Exhibit I) and (iv) pursuant to Section 5.02(g)(iv). Documents required to be delivered pursuant to Section 5.01 or this Section 5.03 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date of receipt by the Administrative Agent irrespective of when such document or materials are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website (the “Informational Website”), if any, to which each Lender and the Agents have unrestricted access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the accommodation provided by the foregoing sentence shall not impair the right of the Administrative Agent to request and receive from the Loan Parties physical delivery of any specific information provided for in Section 5.01 or this Section 5.03. Other than with respect to the bad faith, gross negligence or willful misconduct on the part of the Lead Arrangers, Agents or Lenders, none of the 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. Furnish to the Revolving Administrative Agent, no later than (a) four (4) Business Days after the end of each calendar week (each calendar week deemed, for purposes hereof, to end on a Friday), a completed Borrowing Base Certificate showing the Borrowing Base as of the close of business on the Friday of such calendar week at all times when Revolving Credit Facility Availability is less than the greater of (i) On the Closing Date lesser of (A) 12.5% of the aggregate Revolving Credit Commitments at such time and (B) 12.5% of the Borrowing Base at such time and, (ii) not $68,750,000, (b) eleven (11) Business Days after the end of each fiscal month, a completed Borrowing Base Certificate showing the Borrowing Base as of the close of business on the last day of such fiscal month, and (c) if requested by the Revolving Administrative Agent, at any other time when the Revolving 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 5:00 P.M. eleven (New York time11) 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 Revolving Administrative Agent may reasonably request. The components of the Borrowing Base consisting of inventory shall be updated monthly as of the close of business on or before the 15th last Business Day of each fiscal month thereafter, (A) a borrowing base certificate setting forth month. Concurrent with the delivery of each Borrowing Base Certificate (in each case with supporting calculations in reasonable detailor such later time as the Revolving Administrative Agent may agree) substantially in pursuant to this Section 5.12, the form of Exhibit I (eachBorrower shall deliver, a “for the period covered by such Borrowing Base Certificate”) and , a report setting forth (i) the aggregate amount of unrestricted cash of Pyxus Topco Receivables sold by the Borrower and its Subsidiaries on a consolidated basis to each Auto Supplier Support Program SPV during such period and (ii) an aging analysis, as of the last day end of the prior fiscal monthsuch period, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject receivables then owing to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts its Subsidiaries by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)each Auto Supplier Support Program SPV.

Borrowing Base Certificate. (i) On As soon as available but in any event on or prior to 17th Business Day following the end of the previous fiscal month beginning with the first fiscal month ending after the Closing Date and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafterDate, (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) Certificate as of the close of business on the last day of the immediately preceding fiscal month, substantially in the form of Exhibit I (each, a “N hereto; provided that the Borrowers may elect to deliver the Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries Certificate on a consolidated more frequent basis but if such election is exercised, it must be continued until the date that is 60 days after the date of such election (with a frequency equal to that of the initial additional Borrowing Base Certificate delivered by the Borrowers for such period); provided, further, that upon the commencement and during the continuance of a Weekly Reporting Period, the Borrowers shall deliver a Weekly Borrowing Base Certificate and such supporting information on Wednesday of each week (or if Wednesday is not a Business Day, on the next succeeding Business Day), as of the last day close of business on the immediately preceding Saturday; provided, further, that upon the sale or other disposition of Collateral of any Credit Party included in the Borrowing Base that constitutes 10% or more of the prior fiscal monthBorrowing Base, the Borrowers shall also furnish an updated Borrowing Base Certificate giving pro forma effect thereto promptly upon the receipt of the net cash proceeds from such sale or other disposition. Documents required to be delivered pursuant to clauses (a), (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agentb), and (Eg) Inventory reportsof this Section 9.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, each of which shall be prepared as deemed to have been delivered on the earliest date on which (i) the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s websites on the Internet; (ii) such documents are posted on the Lead Borrower’s behalf on Syndtrak, IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided that (A) the Lead Borrower shall, at the request of the last Business Day Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the Lead Borrower shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the fiscal month immediately preceding posting of any such required deliverydocuments on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such Borrowing Base Certificate shall include documents from the Administrative Agent and maintaining its copies of such supporting information as documents. Each Credit Party hereby acknowledges and agrees that, unless the Lead Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 9.1(a), (b) and (d) above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be reasonably requested from time to time treated by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information Lenders as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at not containing any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)material nonpublic information.

Borrowing Base Certificate. Borrowers shall calculate Borrowing Base and Availability Amount and deliver to Administrative Agent (iand Administrative Agent shall promptly deliver same to Lenders) On the Closing Date and a Borrowing Base Certificate (iia) not in draft form no later than 5:00 P.M. three (3) Business Days prior to each Payment Date (which draft shall reflect what is reasonably anticipated to be the final Borrowing Base Certificate subject only to updates for amounts on deposit in the Revenue Account and any principal, interest and fee invoices issued after the date such draft is required to be delivered and prior to the applicable Payment Date), which shall be in final form and executed and delivered by 12:00 p.m. (New York time) on or before the 15th Business Day of each fiscal month thereafter, such Payment Date (A) a borrowing base certificate setting forth the such executed Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (eachCertificate, a “Payment Date Borrowing Base Certificate”) and setting forth ), showing valuations as of the aggregate amount close of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as business of the last day of the prior fiscal monthcalendar month just ended, (Ba) accounts receivable agings inclusive within three (3) Business Days of reconciliations to the general ledgerany event or circumstance in which an Approved Financing has become a Zero Value Approved Financing, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared showing valuations as of the last date such Approved Financing became a Zero Value Approved Financing, (a) within three (3) Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time Days following any other demand by the Administrative Agent (including which may be requested up to one (1) time per week), showing valuations as of the date of demand, (d) on the date on which any Notice of Borrowing is delivered or as otherwise required pursuant to Section 4.1.1, showing valuations as of a break-down date not more than five (5) Business Days earlier than the actual date of all Accounts during the last fiscal month that were subject Advance, (e) within three (3) Business Days after any Removal Date, (f) upon Borrowers’ request for an Additional Collateral Event, showing valuations as of a date not more than five (5) Business Days prior to the Permitted Receivables Liens). In addition, Borrower shall deliver at actual inclusion of such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; Approved Financing in the Borrowing Base and (ivg) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject otherwise required pursuant to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the CollateralAgreement, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, including without limitation, by emailSection 8.1.3(f).

Borrowing Base Certificate. On (i) On each Business Day, current as of the Closing Date and (ii) not later than 5:00 P.M. (New York time) close of business on or before the 15th immediately preceding Business Day of each fiscal month thereafter, (except (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form Accounts and Inventory of Exhibit I (eachCrave Entertainment Group, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco Inc. and its Subsidiaries on a consolidated basis Subsidiaries, which shall be current as of the last day close of business on the prior fiscal monthsecond preceding Business Day, (B) accounts receivable agings inclusive the Accounts of reconciliations to the general ledgerXxxxxxxxx UK Limited, which shall be current on a weekly basis and (C) the accounts payable schedules inclusive aging report of reconciliations to the general ledgereach Credit Party, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such current on a weekly basis), (x) a Borrowing Base Certificate shall include Certificate, supported by schedules showing the derivation thereof and containing such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; detail and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and other information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records time, (y) an Accounts aging report of each Credit Party (collectively and by individual customer), and (z) an accounts payable aging report of each Credit Party (collectively and by individual vendor); and (ii) the twentieth day of each Fiscal Month, or if such date is not a Business Day, the next succeeding Business Day, a final Borrowing Base Certificate, current as of the Collateralclose of business on the last Business Day of the immediately preceding Fiscal Month, supported by schedules showing the derivation thereof and containing such detail and other information as Agents may reasonably request from time to time, together with all accrual updates since the previous Borrowing Base Certificate delivered pursuant to this clause (ii); provided that (A) (1) the Working Capital Borrowing Base set forth in the Borrowing Base Certificate shall be effective from and including the date such Borrowing Base Certificate is duly received by the Agents but not including the date on which a subsequent Borrowing Base Certificate is received by the Agents, unless the Agents dispute the eligibility of any property included in the calculation of the Working Capital Borrowing Base or the valuation thereof, and (2) in the event of any Loan Party’s failure to deliver dispute about the eligibility of any property included in the calculation of such items to Administrative Agent the Working Capital Borrowing Base or the valuation thereof, the Agents’ good faith business judgment shall not affectcontrol, terminateand (B) for the period from September 19, modify or otherwise limit Administrative Agent’s Lien with respect 2008 (the “Start Date”) until October 1, 2008 (the “End Date”), the following adjustments shall be made to the Collateral. Unless otherwise agreed to by Administrative Agent, calculation of the items to be provided under this Section 9.01 Working Capital Borrowing Base: (x) the amount of “Eligible Accounts” shall be delivered determined on the Start Date and reduced on a daily basis by the amount of Cash received by the Credit Parties on each such day until the End Date, and (y) the percentage of Accounts that do not constitute “Eligible Accounts” shall be determined on the Start Date and deemed to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).apply until the End Date;”

Borrowing Base Certificate. (i) On the Closing Date and (ii) not later than 5:00 P.M. (New York time) As soon as available but in any event on or before prior to the 15th Business Day following the end of each the previous fiscal quarter, beginning with the first fiscal quarter ending after the Amendment No. 4 Effective Date (or, upon the occurrence and during the continuance of a Monthly Reporting Period, prior to the 15th Business Day following the end of the previous fiscal month thereafterbeginning with the first fiscal month ending after the Restatement Effective Date), (A) a borrowing base certificate setting forth the Borrowing Base Certificate as of the close of business on the last day of the immediately preceding fiscal month,quarter (in each case with supporting calculations in reasonable detail) or fiscal month, if applicable), substantially in the form of Exhibit I (each, a “N hereto; provided that the Borrower may elect to deliver the Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries Certificate on a consolidated 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 (with a frequency equal to that of the initial additional Borrowing Base Certificate delivered by the Borrower for such period); provided, further, that upon the commencement and during the continuance of a Weekly Reporting Period, the Borrower shall deliver a Weekly Borrowing Base Certificate and such supporting information on Wednesday of each week (or if Wednesday is not a Business Day, on the next succeeding Business Day), as of the last day close of business on the immediately preceding Saturday; provided, further, that upon the sale or other disposition of Collateral of any Credit Party included in the Borrowing Base outside of the prior fiscal monthordinary course of business yielding net cash proceeds of $50,000,000 or more, the Borrower shall also furnish an updated Borrowing Base Certificate giving pro forma effect thereto promptly upon the receipt of the net cash proceeds from such sale or other disposition. Documents required to be delivered pursuant to clauses (a), (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agentb), and (Eg) Inventory reportsof this Section 9.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, each of which shall be prepared as of deemed to have been delivered on the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: earliest date on which (i) confirmatory assignment schedulesthe Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; (ii) copies of Customersuch documents are posted on the Borrower’s invoices; behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) evidence such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided that (A) the Borrower shall, at the request of shipment or delivery; and the Administrative Agent, continue to deliver copies (ivwhich delivery may be by electronic transmission) of such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent and (B) the Borrower shall have the right to confirm and verify all Accounts notify (which notification may be by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as facsimile or electronic transmission) the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms posting of any Accountssuch documents on any website described in this paragraph. The items to Each Lender shall be provided under this Section are to be in form satisfactory to solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any its copies of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateraldocuments. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).-114-

Borrowing Base Certificate. Commencing on November 5, 2007. on Monday of each week (and in the case of clause (i) On the Closing Date and below, together with each Funding Notice or Issuance Notice): (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafter, (Ai) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis , current as of the last day close of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of business on the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent week (including a break-down or Friday of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentencepreceding week, as the Administrative Agent shall have case may be), supported by schedules showing the right to confirm derivation thereof and verify all Accounts by any manner containing such detail and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and other information as the Administrative Agent or the Borrowing Base Agent may reasonably request in connection with such test verificationsfrom time to time; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor provided that (1) the Borrowing Base set forth in the presence Borrowing Base Certificate shall be effective from and including the date such Borrowing Base Certificate is duly received by the Agents and the Borrowing Base Agent but not including the date on which a subsequent Borrowing Base Certificate is received by the Agents and the Borrowing Base Agent, unless any Agent or the Borrowing Base 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 Borrowers, (2) 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 more conservative approach of such Agent’s or Borrowing Base Agent’s good faith business judgment shall control and (3) the Inventory shall be updated on a representative weekly basis component of Agent the Borrowing Base; and (unless otherwise agreed ii) a rolling twenty-six (26) week cash forecast, in each case, all in detail and in form reasonably satisfactory to by Borrower Agent). The the Administrative Agent and the Borrowing Base Agent. Without limiting any other rights of Administrative Agent and the Borrowing Base Agent, upon Administrative Agent’s or Borrowing Base Agent’s request, Borrowers shall provide Administrative Agent and Borrowing Base Agent on a daily basis with a schedule of Accounts, collections received and credits issued on a daily basis and inventory reports prepared on a monthly or more frequent basis as the Administrative Agent or Borrowing Base Agent may, in its own name or good faith, request in the name of others may event that at any time after any of (such schedule of Accounts, collections received and credits issued and inventory report, collectively, the occurrence and during the continuation of a Default or “Daily Collateral Reporting”): (1) an Event of Default communicate or Default, shall exist or have occurred, or (2) Borrowers shall have failed to deliver any Borrowing Base Certificate in accordance with account debtors on the Accounts to verify with them to the this Section 5.1(q), or (3) upon Administrative Agent’s reasonable satisfaction the existenceor Borrowing Base Agent’s good faith belief, amount and terms of any Accounts. The items to be information contained in any Borrowing Base Certificate provided under this Section 5.1(q) is incomplete, inaccurate or misleading, or (4) Availability is less than $10,000,000 (it being understood that once the Borrowers are required by Administrative Agent or Borrowing Agent to be provide Daily Collateral Reporting on a daily basis in form satisfactory accordance with this Section 5.1(q), the Borrowers shall continue to provide Daily Collateral Reporting to Administrative Agent and executed by Borrowing Base Agent on a daily basis unless and until (x) no Event of Default or Default has occurred and are then continuing, (y) Availability exceeds $25,000,000 for at least 30 consecutive days, and (z) the Borrower Agent and delivered Borrowers have otherwise complied with its obligation to deliver Daily Collateral Reporting to Administrative Agent from time to time solely for and Borrowing Base Agent in accordance with the provisions hereof and such Daily Collateral Reporting is complete and accurate (and not misleading) in all respects, in Administrative Agent’s convenience and Borrowing Base Agent’s reasonable discretion; thereafter, the Borrowers shall deliver Borrowing Base Certificates in maintaining records of accordance with this Section 5.1(q)). Notwithstanding the Collateralforegoing, and any Loan Party’s failure the parties to deliver any of such items this Agreement hereby agree that the Borrowers shall provide Daily Collateral Reporting to Administrative Agent shall not affectand Borrowing Base Agent on a daily basis until the conditions in sub-clauses (x), terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).y) and (z) are satisfied;

Borrowing Base Certificate. (i) On the Closing Date and Effective Date, (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day day of each fiscal month thereafterthereafter (or at such other times as the Administrative Agent may reasonably request), (Aiii) 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 Event of Default, (v) at the time of consummation of any Asset Sale (or series of contemporaneous or related Asset Sales) of assets with a book value which is equal to or greater than $25,000,000 or the Equivalent Amount thereof and (vi) at such other times as US Company may elect (provided that if US Company elects to deliver a borrowing base certificate at any other time pursuant to this clause (vi), US Company shall deliver a borrowing base certificate on a weekly basis for the 60 day period following such delivery), a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable reasonably detail) substantially in the form of Exhibit I P (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared (A) as of February 28, 2019 in the case of the initial Borrowing Base Certificate and (B) as of the last Business Day of the fiscal preceding month immediately in the case of each subsequent Borrowing Base Certificate (but adjusted, in the case of a Borrowing Base Certificate delivered in connection with a Permitted Acquisition, to reflect any Eligible Accounts, Eligible Inventory, Eligible Machinery and Equipment and Eligible Real Property acquired by a Borrowing Base Party pursuant to such Permitted Acquisition) (or, if any such Borrowing Base Certificate is delivered more frequently than monthly, as of the last Business Day of the week preceding such required delivery). Each such Borrowing Base Certificate shall include the then applicable, marked-to-market Swap Termination Value which the Borrower intends be treated as a Qualified Swap Termination Value for purposes of Section 5.03(d), and all such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).

Borrowing Base Certificate. (iv) On the Closing Date and Date, (iiw) not later than within 20 days after the last day of each Fiscal Month ending after the Closing Date, (x) by 5:00 P.M. p.m. (New York City time) on or before the 15th third Business Day of each fiscal month thereafterweek (a) following the occurrence and during the continuance of a Specified Default or (b) during the continuance of a Dominion Period, in each case, on a weekly basis until, as applicable, such Specified Default is cured or waived in accordance with the terms of this Agreement or such Dominion Period has terminated, (y) within three Business Days after the consummation of any Asset Sale in respect of any Eligible Accounts and/or Eligible Inventory that are (or would have otherwise been) included in computation of the Aggregate Borrowing Base (including the sale of any Capital Stock of any Credit Party or any Restricted Subsidiary ceasing to be a Credit Party, in either case, to the 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 computation of the Aggregate Borrowing Base, a Borrowing Base Certificate, which shall be prepared (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form case of Exhibit I (each, a “the initial Borrowing Base Certificate”, as of Xxxxx 00, 0000, (X) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal monthpreceding Fiscal Month, in the case of each subsequent Borrowing Base Certificate delivered in accordance with preceding sub-clause (B) accounts receivable agings inclusive of reconciliations to the general ledgerw), (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such calendar week, in the case of each subsequent Borrowing Base Certificate shall include such supporting information delivered in accordance with the preceding sub-clause (x), (D) as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were day of the preceding Fiscal Month calculated on a pro forma basis after giving effect to such Asset Sale and setting forth the value of the 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 (E) 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 Permitted Receivables Lienscase of each Borrowing Base Certificate delivered in accordance with preceding sub-clause (z). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; together with, in each case, any additional schedules and (iv) such further schedules, documents and/or other information regarding that the Co-Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent Agents may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).request;

Borrowing Base Certificate. Within fifteen (i15) On days after the Closing Date and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day close of each fiscal month thereaftercalendar month, (A) and at such other times as may be requested by ABN AMRO from time to time hereafter, the Borrower shall deliver to ABN AMRO a borrowing base certificate setting forth for such month, which shall include calculations of the Borrowing Base (excluding reserves but including calculations of Eligible Accounts and Eligible Inventory) (a "Borrowing Base Certificate"), and shall also deliver to ABN AMRO (and electronically to Collateral Services Inc. in each the case of accounts payable and Accounts trial balances) (i) an aged trial balance of the Borrower's accounts payable as of the end of such month, together with supporting calculations a listing of any cheques prepared but not sent in reasonable detailrespect of any accounts payable (ii) a report substantially in the form of Exhibit I (7(b)(ii) hereto in respect of all statutory payables coming due during such month from the Borrower, identifying all such payables by type and amount and indicating date of payment of each, such payables to include unemployment insurance, Canada Pension Plan and income tax employee withholdings, goods and services and retail sales taxes, and all other payables in respect of which any statutory lien or trust arises (a “"Statutory Payables Report"), and (iii) a trial balance identifying by age each Account of the Borrower, a reconciliation thereof to the above Borrowing Base Certificate”) calculations, and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as copies of the last day invoices when requested by ABN AMRO (with evidence of the prior fiscal monthshipment attached) pertaining to each such Account, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month (or other applicable period) immediately preceding. At such times as may be requested by ABN AMRO from time to time hereafter, the Borrower shall deliver to ABN AMRO; (x) copies of all account statements received in respect of its chequing and any other accounts held with any financial institution; (y) such additional schedules, certificates, reports and information with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared Collateral as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as ABN AMRO may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; require and (ivz) such further schedulesa collateral assignment of any or all items of Collateral. ABN AMRO, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentencethrough its officers, the Administrative Agent employees or agents, shall have the right right, at any time and from time to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisabletime in ABN AMRO's name, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after a nominee of ABN AMRO or in the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts Borrower's name, to verify with them to the Administrative Agent’s reasonable satisfaction the existencevalidity, amount and terms or any other matter relating to any of any the Borrower's Accounts, by mail, telephone, telegraph or otherwise. The items to be provided under Borrower shall reimburse ABN AMRO, on demand, for all costs, fees and expenses incurred by ABN AMRO in this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)regard.

Borrowing Base Certificate. Each Borrower shall submit to Lender a ---------------------------- Borrowing Base Certificate, properly completed, (i) On the Closing Date and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day fifth day of each fiscal month thereaftermonth, (A) a borrowing base certificate setting forth the which Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in Certificate shall state the form of Exhibit I (each, a “Facility A Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis Facility B Borrowing Base as of the last day of the prior fiscal immediately preceding month, and shall be obligated to submit Borrowing Base Certificates more frequently (Bif so requested by Lender) accounts receivable agings inclusive at any time that a Default, Event of reconciliations Default or Out-of-Formula Condition exists; (ii) on each date that a Borrower submits to Lender a notice of intention to borrow pursuant to the general ledgerprovisions of Section 4.1.1(i) hereof, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include state the amount of the Facility A Borrowing Base and the Facility B Borrowing Base as of the close of business of the Business Day immediately preceding the date of such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedulesnotice; (ii) copies of Customer’s invoices; and (iii) evidence on each date that a Borrower requests Lender to release any Collateral pursuant to Section 4.5.1 hereof, which shall state the amount of shipment or delivery; the Facility A Borrowing Base and (iv) Facility B Borrowing Base after giving effect to such further schedulesrelease. On each date that a Borrower submits a Borrowing Base Certificate to Lender, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject each Borrower shall be deemed to have warranted and represented to Lender that, to the immediately succeeding sentencebest of such Borrower's knowledge, the Administrative Agent shall have information contained therein is true and correct and that all of the right to confirm A&D Loans and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor Hypothecation Loans included in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence calculations set forth therein constitute Eligible Loans and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records all of the Collateral, Hypothecation Borrowers and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)A&D Borrowers included therein are Eligible Borrowers.

Borrowing Base Certificate. (i) On the Closing Date and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafter, (A) a borrowing base certificate setting forth the A Borrowing Base (in each case with supporting calculations in reasonable detail) Certificate substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis F as of the last day date required to be delivered or so requested, in each case with supporting documentation, which shall be furnished to the Lenders: (i) as soon as available and in any event prior to the initial Borrowing to be made after the date of entry of the prior fiscal monthDIP Refinancing Orders, (ii) after such initial Borrowing, (A) on or before Wednesday (or if such day is not a Business Day, the immediately succeeding Business Day) of each calendar week, which weekly Borrowing Base Certificate shall reflect the Eligible Receivables updated as of the end of the immediately preceding Friday, (B) accounts receivable agings inclusive on or before Wednesday (or if such day is not a Business Day, the immediately succeeding Business Day) of reconciliations to the general ledgereach two-week period, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such biweekly Borrowing Base Certificate shall include such supporting information reflect the Inventory updated as may of the end of the immediately preceding Friday, and (C) on or before the 10th Business Day of each calendar month, which monthly Borrowing Base Certificate shall reflect the Eligible Receivables and Eligible Inventory updated as of the end of the immediately preceding calendar month; provided that notwithstanding anything herein to the contrary, the Borrower shall be permitted to deliver an updated Borrowing Base Certificate on any Business Day, which Borrowing Base Certificate shall reflect the Eligible Receivables and Eligible Inventory updated as of the end of the immediately preceding Business Day, certified by a Responsible Officer, and (iii) if at any time the Availability shall be less than $25,000,000, or if reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, any other time when the Administrative Agent shall have reasonably believes that the right to confirm and verify all Accounts by any manner and through any medium that it then existing Borrowing Base Certificate is materially inaccurate, as soon as reasonably considers advisableavailable after such time or such request, and the Loan Parties shall furnish all such assistance and information in each case with supporting documentation as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)request.

Borrowing Base Certificate. (i) On the Closing Date and Effective Date, (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day day of each fiscal month thereafterthereafter (or at such other times as the Administrative Agent may reasonably request), (Aiii) 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 Event of Default, (v) at the time of consummation of any Asset Sale (or series of contemporaneous or related Asset Sales) of assets with a book value which is equal to or greater than $25,000,000 or the Equivalent Amount thereof and (vi) at such other times as US Company may elect (provided that if US Company elects to deliver a borrowing base certificate at any other time pursuant to this clause (v), US Company shall deliver a borrowing base certificate on a weekly basis for the 60 day period following such delivery), a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable reasonably detail) substantially in the form of Exhibit I P (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared (A) as of November 30, 2015 in the case of the initial Borrowing Base Certificate and (B) as of the last Business Day of the fiscal preceding month immediately in the case of each subsequent Borrowing Base Certificate (but adjusted, in the case of a Borrowing Base Certificate delivered in connection with a Permitted Acquisition, to reflect any Eligible Accounts, Eligible Inventory, Eligible Machinery and Equipment and Eligible Real Property acquired by a Borrowing Base Party pursuant to such Permitted Acquisition) (or, if any such Borrowing Base Certificate is delivered more frequently than monthly, as of the last Business Day of the week preceding such required delivery). Each such Borrowing Base Certificate shall include the then applicable, marked-to-market Swap Termination Value which the Borrower intends be treated as a Qualified Swap Termination Value for purposes of Section 5.03(d), and all such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).

Borrowing Base Certificate. As soon as available but in any event on or prior to the 20th calendar day after the later of (i) On the Closing Date last day of each calendar month and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day last day of each fiscal retail month thereafter, (A) a borrowing base certificate setting forth based on the Borrowing Base Borrower Agent’s 52/53 week year end (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (eachperiod ending on such later date, a “Fiscal Month”)) (or more frequently as the Borrower Agent may elect, so long as the frequency of delivery is maintained by the Borrower Agent for the immediately following 60 day period), a Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis Certificate as of the close of business on the last day of the prior immediately preceding fiscal monthmonth (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower Agent’s, a subsequent date), together with such supporting information in connection therewith to the extent required under Section 1.04(a) and otherwise as the Administrative Agent may reasonably request, which may include, without limitation, (A) Inventory reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate, (B) accounts receivable agings inclusive a reasonably detailed calculation of reconciliations to the general ledgerEligible Inventory, (C) accounts payable schedules inclusive a reconciliation of reconciliations the Loan Parties’ Inventory between the amounts shown in the Borrower Agent’s stock ledger and any Inventory reports delivered pursuant to the general ledgerclause (A) above, (D) screenshots a reasonably detailed calculation of balances for Eligible Trade Receivables and Eligible Credit Card Receivables, (E) a reasonably detailed aging of the prior month Loan Parties’ Accounts and a reconciliation to the corresponding Borrowing Base Certificate and (F) a reasonably detailed report on restrictions on the sale of Inventory related to intellectual property owned by a third party; provided that (1) upon the occurrence and during the continuance of a Weekly Reporting 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 Thursday of each week (or if Thursday 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 Collection Accounts Borrower Agent of shrink and Concentration Accounts (and any other depository accounts reasonably requested by Agent)amounts as the Borrower Agent may deem necessary; provided, and (E) Inventory reportsfurther, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such that a revised Borrowing Base Certificate based on the Borrowing Base Certificate most recently delivered shall include be delivered within five Business Days after the (1) consummation of a sale or other disposition (or merger, consolidation or amalgamation that constitutes a sale or disposition) of any Capital Stock of a Loan Party to any Person other than a Loan Party that results in the disposition of Collateral with an aggregate value in excess of the lesser of (x) $20,000,000 and (y) 5.0% of the Borrowing Base in effect at such time, or (2) the designation of a subsidiary as an Unrestricted Subsidiary to the extent such subsidiary directly or indirectly owns or controls (immediately prior to such designation) Collateral with an aggregate value in excess of the lesser of (x) $20,000,000 and (y) 5.0% of the Borrowing Base in effect at such time, together, in each case, with such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedulesAgent; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).and

Borrowing Base Certificate. (i) On the Closing Date and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafter, (A) a borrowing base certificate setting forth the A Borrowing Base (in each case with supporting calculations in reasonable detail) Certificate substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such date required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be delivered or so requested, in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien each case with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication supporting documentation (including, without limitation, the documentation described in Schedule 1 to Exhibit I) 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 such month Dxxx—Revolving Credit and Guaranty Agreement and (B) in addition to such monthly Borrowing Base Certificates, (x) upon the occurrence and continuance of an Event of Default or if Availability is less than $200,000,000, on or before the third Business Day following the end of each week, which weekly Borrowing Base Certificate shall reflect the Accounts updated as of the immediately preceding Thursday; provided that if Availability is equal to or greater than $250,000,000 for three consecutive Business Days, such Borrowing Base Certificate shall be delivered pursuant to clause (ii)(A) herein and (y) at the option of the Borrower, weekly updates of Accounts, certified by emaila Responsible Officer, and (iii) if requested by the Administrative Agent at any other time when the Administrative Agent reasonably believe that the then existing Borrowing Base Certificate is materially inaccurate, as soon as reasonably available after such request, in each case with supporting documentation as the Initial Lenders may reasonably request (including without limitation, the documentation described on Schedule 1 to Exhibit I). Documents required to be delivered pursuant to Section 5.01 or this Section 5.03 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date of receipt by the Administrative Agent irrespective of when such document or materials are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website (the “Informational Website”), if any, to which each Lender and the Agents have unrestricted access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the accommodation provided by the foregoing sentence shall not impair the right of the Administrative Agent to request and receive from the Loan Parties physical delivery of any specific information provided for in Section 5.01 or this Section 5.03. Other than with respect to the bad faith, gross negligence or willful misconduct on the part of the Lead Arrangers, Agents or Lenders, none of the 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 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) On setting forth a calculation of the Closing Date 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) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafter, (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as of the last day of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month certifying that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuingexists, or specifying any such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate Default; provided, however, that such Borrowing Base Certificate will be delivered more frequently: (i) in connection with account debtors on any new Borrowing (and shall be attached to the Accounts related Request for Borrowing and shall give pro forma effect to verify with them such new Borrowing); (ii) within three (3) Business Days of the issuance of Investor Capital Calls to Investors (delivered to the Administrative Agent’s reasonable satisfaction Agent along with a summary of such Investor Capital Calls and calculated after giving effect to the existence, amount and terms related Investor Capital Contributions requested by such Investor Capital Calls); (iii) promptly following a transfer of any Accounts. The items Included Investor’s Investor Capital Commitment (other than in the case of a transfer from one existing PWM Investor to be provided under this Section are another existing PWM Investor or from an existing PWM Investor to be a new PWM Investor, unless such transfer will result in form satisfactory a Borrowing Base deficiency or cause all transfers for such month to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records equal 1% or more of the Collateralaggregate Investor Capital Commitments, and any Loan Party’s failure to deliver any of in which case such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 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 Borrower 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 a method providing notice to the Borrowers at least one (1) Business Day in advance of Approved Electronic Communication (including, without limitation, by email)the effective date of such adjustment.

Borrowing Base Certificate. On Monday of each week (and in the case of clause (i) On the Closing Date and below, together with each Funding Notice or Issuance Notice): (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day of each fiscal month thereafter, (Ai) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis , current as of the last day close of the prior fiscal month, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared as of business on the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent week (including a break-down or Friday of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentencepreceding week, as the Administrative Agent shall have case may be), supported by schedules showing the right to confirm derivation thereof and verify all Accounts by any manner containing such detail and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and other information as the Administrative Agent or the Borrowing Base Agent may reasonably request in connection with such test verificationsfrom time to time; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor provided that (1) the Borrowing Base set forth in the presence Borrowing Base Certificate shall be effective from and including the date such Borrowing Base Certificate is duly received by the Agents and the Borrowing Base Agent but not including the date on which a subsequent Borrowing Base Certificate is received by the Agents and the Borrowing Base Agent, unless any Agent or the Borrowing Base 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 Borrower, (2) 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 more conservative approach of such Agent's or Borrowing Base Agent's good faith business judgment shall control and (3) the Inventory shall be updated on a representative monthly basis component of Agent the Borrowing Base; and (unless otherwise agreed ii) until such time as Availability exceeds $10,000,000 for at least 30 consecutive days, and thereafter upon the Administrative Agent's request, a rolling thirteen (13) week cash forecast, in each case, all in detail and in form reasonably satisfactory to by Borrower Agent). The the Administrative Agent and the Borrowing Base Agent. Without limiting any other rights of Administrative Agent and the Borrowing Base Agent, upon Administrative Agent's or Borrowing Base Agent's request, Borrower shall provide Administrative Agent and Borrowing Base Agent on a daily basis with a schedule of Accounts, collections received and credits issued on a daily basis and inventory reports prepared on a monthly or more frequent basis as the Administrative Agent or Borrowing Base Agent may, in its own name or good faith, request in the name of others may event that at any time after either (such schedule of Accounts, collections received and credits issued and inventory report, collectively, the occurrence and during the continuation of a Default or “Daily Collateral Reporting”): (1) an Event of Default communicate or Default, shall exist or have occurred, or (2) Borrower shall have failed to deliver any Borrowing Base Certificate in accordance with account debtors on the Accounts to verify with them to the this Section 5.1(q), or (3) upon Administrative Agent’s reasonable satisfaction the existence's or Borrowing Base Agent's good faith belief, amount and terms of any Accounts. The items to be information contained in any Borrowing Base Certificate provided under this Section are 5.1(q) is incomplete, inaccurate or misleading, or (4) Availability is less than $10,000,000 (it being understood that once the Borrower is required by Administrative Agent or Borrowing Agent to be provide Daily Collateral Reporting on a daily basis in form satisfactory accordance with this Section 5.1(q), the Borrower shall continue to provide Daily Collateral Reporting to Administrative Agent and executed by Borrowing Base Agent on a daily basis unless and until (x) no Event of Default or Default has occurred and are then continuing, (y) Availability exceeds $10,000,000 for at least 30 consecutive days, and (z) the Borrower Agent and delivered has otherwise complied with its obligation to deliver Daily Collateral Reporting to Administrative Agent from time to time solely for and Borrowing Base Agent in accordance with the provisions hereof and such Daily Collateral Reporting is complete and accurate (and not misleading) in all respects, in Administrative Agent’s convenience and Borrowing Base Agent's reasonable discretion; thereafter, the Borrower shall deliver Borrowing Base Certificates in maintaining records of accordance with this Section 5.1(q)). Notwithstanding the Collateralforegoing, and any Loan Party’s failure the parties to deliver any of such items this Agreement hereby agree that the Borrower shall provide Daily Collateral Reporting to Administrative Agent shall not affectand Borrowing Base Agent on a daily basis until the conditions in sub-clauses (x), terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).y) and (z) are satisfied;

Borrowing Base Certificate. As soon as available but in any event on or prior to the 15th calendar day after the later of (i) On the Closing Date last day of each calendar month and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day last day of each fiscal retail month thereafter, (A) a borrowing base certificate setting forth based on the Borrowing Base Borrower Agent’s 52/53 week year end (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (eachperiod ending on such later date, a “Fiscal Month”)) (or more frequently as the Borrower Agent may elect, so long as the frequency of delivery is maintained by the Borrower Agent for the immediately following 60 day period), a Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis Certificate as of the close of business on the last day of the prior immediately preceding fiscal monthmonth (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower Agent’s, a subsequent date), together with such supporting information in connection therewith as the Administrative Agent may reasonably request, which may include, without limitation, (A) Inventory reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate, (B) accounts receivable agings inclusive a reasonably detailed calculation of reconciliations to the general ledgerEligible Inventory, (C) accounts payable schedules inclusive a reconciliation of reconciliations the Loan Parties’ Inventory between the amounts shown in the Borrower Agent’s stock ledger and any Inventory reports delivered pursuant to the general ledgerclause (A) above, (D) screenshots a reasonably detailed calculation of balances for the prior month with respect to the Collection Accounts Eligible Trade Receivables and Concentration Accounts (and any other depository accounts reasonably requested by Agent)Eligible Credit Card Receivables, and (E) Inventory reportsa 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 of which shall be prepared week (or if Wednesday is not a Business Day, on the next succeeding Business Day), as of the last Business Day close of business on the fiscal month immediately preceding such required delivery. Each such 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 include be delivered within five Business Days after the consummation of a sale or other disposition (or merger, consolidation or amalgamation that constitutes a sale or disposition) of any Capital Stock of a Loan Party 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 may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedulesAgent; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).and

Borrowing Base Certificate. Furnish to the Administrative Agent, no later than (i) On four (4) Business Days after the Closing Date and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day end of each fiscal month thereafterweek (other than during the calendar week in which the 25th day of December occurs), (A) a borrowing base certificate setting forth the completed Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis Certificate as of the last day of the prior fiscal monthimmediately preceding one week period, and (Bii) accounts receivable agings inclusive if requested by the Administrative Agent, after consultation with the Initial Lenders or at the direction of reconciliations to at least two of the general ledgerInitial 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 (C7) accounts payable schedules inclusive Business Days after such request, a completed Borrowing Base Certificate showing the Borrowing Base as of reconciliations to the general ledgerdate so requested, (D) screenshots of balances for the prior month in each case with supporting documentation and additional reports with respect to the Collection Accounts 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 Concentration Accounts (and any other depository accounts reasonably requested by Agent)after the execution of the Borrowing Base Addendum, and (E) Inventory reports, each the PP&E Component of which the Borrowing Base shall be prepared 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) 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 Initial Lenders. From and after the execution of the Borrowing Base Addendum, the components of the Borrowing Base consisting of inventory and receivables shall be subject to a quarterly audit by the financial advisors to the Administrative Agent's counsel or by representatives of an Initial Lender, if required by the Administrative Agent, after consultation with the Initial Lenders or if required by at least two of the Initial Lenders. The components of the Borrowing Base consisting of (x) inventory shall be updated monthly as of the close of business on the last Business Day of each month, from and after the fiscal month immediately preceding such required delivery. Each such execution of delivery of the Borrowing Base Certificate Addendum, and (y) receivables shall include such supporting information be updated weekly as may be reasonably requested from time to time by of the Administrative Agent (including a break-down close of all Accounts during business on the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies Business Day of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)each week.

Borrowing Base Certificate. (a) The Borrower shall provide the Administrative Agent with the following documents, in a form and detail reasonably satisfactory to Administrative Agent, within (i) On fifteen (15) days after the Closing Date end of each of the first month and the second month of each Fiscal Quarter of Holdings (or, with respect to the month of August 2018, thirty (30) days after the end of such month) and (ii) not later than 5:00 P.M. thirty (New York time30) on or before days after the 15th Business Day end of the third month of each fiscal month thereafterFiscal Quarter of Holdings, (A) a borrowing base certificate Borrowing Base Certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”) and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as calculation of the last day of the prior fiscal monthBorrowing Base, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts Excess Availability and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared Unrestricted Cash as of the last Business Day of the fiscal month immediately preceding such fiscal month, duly completed and executed by a Responsible Officer of a Borrower, together with all schedules required delivery. Each such pursuant to the terms of the Borrowing Base Certificate duly completed (such certification, a “Monthly Borrowing Base Certificate”). (b) At any time during the continuation of a Cash Dominion Period, the Borrower shall include such supporting information as may be reasonably requested from time to time by furnish the Administrative Agent (including with a break-down Borrowing Base Certificate calculated as of all Accounts during the close of business on the last fiscal month day of the immediately preceding calendar week, on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day); provided that were subject to the Permitted Receivables Liens)delivery of Borrowing Base Certificates on a weekly basis shall continue for not less than four (4) consecutive weeks following the end of any such Cash Dominion Period. In addition, (c) The Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject furnish to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium information that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents. (d) Upon at least ten (10) Business Days’ prior notice to the Borrowers (provided that such notice shall not be required if an Event of Default has occurred and is continuing), the Administrative Agent may carry out investigations and reviews of each Loan Party’s property at the reasonable expense of the Borrower (including field audits conducted by the Administrative Agent) (“Field Examination”) and the Administrative Agent may carry out, at the Borrower’s expense, one (1) Field Examination in connection with any period of 12 consecutive months (or two (2) Field Examinations in the case of the first 12 month period after the Effective Date; provided that the Administrative Agent may carry out, at the Borrower’s expense, (i) two (2) Field Examinations during any period of 12 consecutive months if Excess Availability has fallen below the Seasonal Amount during such test verificationsperiod, and (ii) three (3) Field Examinations during any period of 12 consecutive months if a Cash Dominion Period existed during such period; provided, however further, that, so long as no Default or (i) at any time during the continuation of an Event of Default shall have occurred and be continuingDefault, such test verifications shall only occur during a field examination with Borrower the Administrative Agent communicating directly with an account debtor in may carry out, at the presence of a representative of Agent (unless otherwise agreed to Borrower’s expense, Field Examinations as frequently as determined by Borrower Agent). The the Administrative Agent in its own name or in the name of others may at any time after the occurrence reasonable discretion, and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to (ii) the Administrative Agent’s reasonable satisfaction the existenceAgent may carry out, amount and terms of any Accounts. The items to be provided under this Section are to be at its own expense, additional Field Examinations in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email).its 5339129.14 86

Borrowing Base Certificate. Within twenty (i20) On days after the Closing Date and (ii) not later than 5:00 P.M. (New York time) on or before the 15th Business Day close of each fiscal month thereaftercalendar month, (A) and at such other times as may be requested by LaSalle from time to time hereafter, the Borrower shall deliver to LaSalle a borrowing base certificate setting forth for such month, which shall include calculations of the Borrowing Base (excluding reserves but including calculations of Eligible Accounts and Eligible Inventory) (a "BORROWING BASE CERTIFICATE"), and shall also deliver to LaSalle (and electronically to Collateral Services Inc. in each the case of accounts payable and Accounts trial balances) (i) an aged trial balance of the Borrower's and the Guarantor's accounts payable as of the end of such month, together with supporting calculations a listing of any cheques prepared but not sent in reasonable detailrespect of any accounts payable (ii) a report substantially in the form of Exhibit I (EXHIBIT 7(b)(ii) hereto in respect of all statutory payables coming due during such month from the Borrower and the Guarantor, identifying all such payables by type and amount and indicating date of payment of each, such payables to include unemployment insurance, Canada Pension Plan and income tax employee withholdings, goods and services and retail sales taxes, and all other payables in respect of which any statutory lien or trust arises (a “"STATUTORY PAYABLES REPORT"), and (iii) a trial balance and declaration certificate identifying by age each Account of the Borrower and the Guarantor, a reconciliation thereof to the above Borrowing Base Certificate”) calculations, and setting forth the aggregate amount of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as copies of the last day invoices when requested by LaSalle (with evidence of the prior fiscal monthshipment attached) pertaining to each such Account, (B) accounts receivable agings inclusive of reconciliations to the general ledger, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month (or other applicable period) immediately preceding. At such times as may be requested by LaSalle from time to time hereafter, the Borrower shall deliver or cause to be delivered to LaSalle; (x) copies of all account statements received in respect of its chequing and any other accounts held with any financial institution; (y) such additional schedules, certificates, reports and information with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared Collateral as of the last Business Day of the fiscal month immediately preceding such required delivery. Each such Borrowing Base Certificate shall include such supporting information as LaSalle may be reasonably requested from time to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; require and (ivz) such further schedulesa collateral assignment of any or all items of Collateral. LaSalle, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentencethrough its officers, the Administrative Agent employees or agents, shall have the right right, at any time and from time to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisabletime in LaSalle's name, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after a nominee of LaSalle or in the occurrence and during Borrower's or the continuation of a Default or an Event of Default communicate with account debtors on the Accounts Guarantor's name, to verify with them to the Administrative Agent’s reasonable satisfaction the existencevalidity, amount and terms or any other matter relating to any of any their Accounts, by mail, telephone, telegraph or otherwise. The items to be provided under Borrower shall reimburse LaSalle, on demand, for all costs, fees and expenses incurred by LaSalle in this Section are to be in form satisfactory to Administrative Agent and executed by the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)regard.

Borrowing Base Certificate. Borrowers shall calculate Borrowing Base and Availability and deliver to Administrative Agent (iand Administrative Agent shall promptly deliver same to Lenders) On the Closing Date and a Borrowing Base Certificate (iia) not no later than 5:00 P.M. five (New York time5) on or before days following the 15th Business Day last day of each fiscal calendar month thereafter, during the term hereof (A) a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Payment Date Borrowing Base Certificate”) and setting forth ), showing valuations as of the aggregate amount close of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as business of the last day of the prior fiscal monthcalendar month just ended, (Bb) accounts receivable agings inclusive within three (3) Business Days of reconciliations to the general ledgerany event or circumstance in which an Approved Financing has become a Zero Value Approved Financing, (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent), and (E) Inventory reports, each of which shall be prepared showing valuations as of the last date such Approved Financing became a Zero Value Approved Financing, (c) within three (3) Business Day Days following any other demand by Administrative Agent (which may be requested up to one (1) time per week), showing valuations as of the fiscal month immediately preceding date of demand, (d) on the date on which any Notice of Borrowing is delivered or as otherwise required pursuant to Section 4.1.1, showing valuations as of a date not more than five (5) Business Days (or two (2) Business Days in respect of a Fixed Rate Loan) earlier than the actual date of Advance, (e) within three (3) Business Days after any Removal Date, or (f) upon Borrowers’ request for an Additional Collateral Event, showing valuations as of a date not more than five (5) Business Days prior to the actual inclusion of such required deliveryApproved Financing in the Borrowing Base. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by a valuation of the Administrative Agent (including a break-down of all Accounts during Approved Financings taking into account the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agent). The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms benefit of any Accounts. The items Permitted Interest Rate Hedge Agreement pursuant to a methodology to be provided under this Section are to be in form satisfactory to agreed among Administrative Agent and executed by Borrowers at the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affect, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)Permitted Interest Rate Hedge Agreement is entered into.

Borrowing Base Certificate. (i) On the Closing Date and (ii) not no later than 5:00 P.M. (New York time) on or before the 15th Business Day 25th day of each fiscal May and November thereafter until payment in full of all Loans outstanding hereunder and all other amounts payable to the Lenders and the Agent under the Notes and other Loan Documents, the Company shall deliver a Borrowing Base Certificate to the Agent relating to the then most recently ended six-month thereafterperiod; provided, (Ahowever, that in addition to such regular certificates, the Company shall also deliver Borrowing Base Certificates when required, pursuant to subsection 2.4B(ii)(1) a borrowing base certificate setting forth or 2.10B(ii)(1). Each Borrowing Base Certificate shall replace and supersede for all purposes of this Agreement the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in Certificate then most recently delivered, and shall be based on the form of Exhibit I (each, a “then most current Approved Appraisals. Such Borrowing Base Certificate”Certificate shall (1) and setting forth the aggregate amount state each component of unrestricted cash of Pyxus Topco and its Subsidiaries on a consolidated basis as Borrowing Base Collateral then subject to perfected Liens of the last day Security Agreements, (2) state the portion of the prior fiscal monthBorrowing Base established by each component Borrowing Base Collateral, (B3) accounts receivable agings inclusive state the Borrowing Base by aggregating each of reconciliations the values stated pursuant to the general ledger, preceding clause (C) accounts payable schedules inclusive of reconciliations to the general ledger, (D) screenshots of balances for the prior month with respect to the Collection Accounts and Concentration Accounts (and any other depository accounts reasonably requested by Agent2), and (E4) Inventory reports, each of which shall be prepared as state the then outstanding principal amount of the last Business Day Loans. The Borrowing Base Certificate shall (A) certify that none of the fiscal month immediately preceding Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event or, if any of such required delivery. Each Borrowing Base Collateral is subject to an Event of Loss, Event of Damage, Repairable Damage or Adjustment Event, such Borrowing Base Certificate shall include contain the relevant exclusions for any such supporting information Borrowing Base Collateral subject to such Event of Loss, Event of Damage, Repairable Damage or Adjustment Event as required by subsections 2.4B(ii)(1) and 2.10A hereof, (B) certify that no Borrowing Base Deficiency then exists or, if a Borrowing Base Deficiency then exists, the amount thereof, and (C) certify that the portion of the Borrowing Base attributable to Rotables stated in the Borrowing Base Certificate does not exceed thirty five percent, rounded to the nearest whole percent (35%), of the aggregate Borrowing Base stated in such certificate or that, if the portion of the Borrowing Base attributable to the Rotables does exceed thirty five percent, rounded to the nearest whole percent (35%), of the aggregate Borrowing Base, the portion of the Borrowing Base attributable to the Rotables in such certificate for purposes of calculating the Borrowing Base excludes such excess amount. In determining the book value of Rotables in any Borrowing Base Certificate, the Company shall use its normal accounting procedures except to the extent that the timing of such procedures may be reasonably requested from time shortened pursuant to time by the Administrative Agent (including a break-down of all Accounts during the last fiscal month that were subject to the Permitted Receivables Liens). In addition, Borrower shall deliver at such intervals as Administrative Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Administrative Agent may reasonable require. Subject to the immediately succeeding sentence, the Administrative Agent shall have the right to confirm and verify all Accounts by any manner and through any medium that it reasonably considers advisable, and the Loan Parties shall furnish all such assistance and information as the Administrative Agent may reasonably request in connection with such test verifications; provided, however that, so long as no Default or Event of Default shall have occurred and be continuing, such test verifications shall only occur during a field examination with Borrower Agent communicating directly with an account debtor in the presence of a representative of Agent (unless otherwise agreed to by Borrower Agentsubsection 2.4B(ii)(1)(c). The Administrative Agent in its own name or Borrowing Base Certificate shall be certified to be true and accurate by a Responsible Officer of the Company. Notwithstanding any Borrowing Base Certificate delivered by the Company, in the name of others may at any time after the occurrence and during the continuation of a Default or an Event of Default communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms event of any Accounts. The items to be provided under this Section are to be in form satisfactory to Administrative dispute between the Company and the Agent and executed by regarding the Borrower Agent and delivered to Administrative Agent from time to time solely for Administrative Agent’s convenience in maintaining then outstanding principal amount of the Loans, the records of the Collateral, and any Loan Party’s failure to deliver any of such items to Administrative Agent shall not affectdetermine such outstanding principal amounts, terminate, modify or otherwise limit Administrative Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Administrative Agent, the items to be provided under this Section 9.01 shall be delivered to Administrative Agent by a method of Approved Electronic Communication (including, without limitation, by email)absent manifest error.