Common use of Determination of Borrowing Base Clause in Contracts

Determination of Borrowing Base. A. Borrower shall deliver a Borrowing Base Certificate to Administrative Agent sufficiently in advance of the Closing Date to permit Administrative Agent to determine the Borrowing Base to be in effect on the Closing Date and thereafter, shall deliver Borrowing Base Certificates on a monthly basis pursuant to subsection 6.1(xviii); each such Borrowing Base Certificate to be dated as of the last day of the applicable reporting period. Promptly following its receipt of each such Borrowing Base Certificate, Administrative Agent shall determine, or, as the case may be, redetermine the Borrowing Base in accordance with the definition thereof, using the information contained in such Borrowing Base Certificate, and shall notify Borrower of the Borrowing Base so determined or so redetermined. Each such Borrowing Base so determined or redetermined by Administrative Agent shall remain in effect until notice of a redetermined Borrowing Base shall have been given by Administra tive Agent in accordance with the provisions of this subsection 6.11. B. Each of the Accounts Receivable shown on each Borrowing Base Certificate shall conform to the requirements set forth in the definition of Eligible Receivables. C. All Inventory shown on each Borrowing Base Certificate shall conform to the requirements of the definition of Eligible Inventory, shall be the Operating Subsidiaries' exclusive property and shall be valued at the lower of cost or market value. D. Borrower agrees to furnish to Administrative Agent any information which it may reasonably request regarding the determination and calculation of the Borrowing Base including, without limitation, correct and complete copies of any material invoices, underlying agreements, instruments or other documents and the identity of all obligors. E. The Administrative Agent may, at any time that it in good faith believes that the Total Utilization of the Revolving Loan Commitments exceeds the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered by Borrower, require Borrower to, and Borrower may at any time elect to, submit an updated Borrowing Base Certificate and/or reevaluate the value of any item included in the Borrowing Base in accordance with the definition of such item as set forth in subsection 1.1, including, without limitation, the creditworthiness of any obligor relating to any item included in the Borrowing Base. The Administrative Agent may determine, as a result of any such reevaluation, to reduce the amount which such item contributes to the Borrowing Base or exclude such item from the Borrowing Base, which determination shall, absent manifest error, be final, binding and conclusive upon all parties hereto. If the Administrative Agent determines that the Borrowing Base shall be reduced pursuant to this subsection 6.11, the Administrative Agent shall give written notice to Borrower and Lenders which states the amount of such reduction and the nature of the action taken by the Administrative Agent, which reduction shall be effective on the third Business Day following receipt of such notice by Borrower. F. Borrower shall promptly notify the Administrative Agent in writing of any material information which Borrower receives or otherwise gain knowledge of relating to any item included in the Borrowing Base which materially and adversely 113 affects the value of such item or would cause such item to be excluded in whole or in part from the Borrowing Base.

Determination of Borrowing Base. A. (a) Borrower shall will deliver a Borrowing Base Certificate to Administrative Agent Lender sufficiently in advance of the Closing Date to permit Administrative Agent Lender to determine the Borrowing Base to be in effect on the Closing Date and thereafter, shall will deliver Borrowing Base Certificates on a monthly basis pursuant to basis, no later than 20 days after the end of each month, all as required by subdivision (v) of subsection 6.1(xviii); each 5. 1. Each such Borrowing Base Certificate to shall be dated as of the last day of the applicable reporting periodperiod or such date as may be requested by Lender from time to time. Promptly following its receipt of each such Borrowing Base Certificate, Administrative Agent Lender shall determine, determine or, as the case may be, redetermine the Borrowing Base in accordance with the definition thereof, using the information contained in such Borrowing Base Certificate, and shall notify Borrower of the Borrowing Base so determined or so redetermined. Each such Borrowing Base so determined or redetermined by Administrative Agent Lender shall remain in effect until notice of a redetermined Borrowing Base shall have been given by Administra tive Agent Lender in accordance with the provisions of this subsection 6.115.13. B. (b) Each of the Accounts Eligible Account Receivable shown on each Borrowing Base Certificate shall conform to the requirements set forth in the definition of Eligible Receivables. C. All Inventory shown on each Borrowing Base Certificate shall conform Accounts Receivable and be based upon an actual and BONA FIDE sale and shipment or delivery of goods or rendition of services to customers, made by Borrower in the requirements ordinary course of business; the definition of Eligible Inventory, goods being sold and the accounts thereby created shall be the Operating Subsidiaries' Borrower's exclusive property and shall not be valued at subject to any Lien (other than Liens created by the lower of cost Collateral Documents); and except as Borrower may otherwise advise Lender pursuant to this subsection 5.13, Borrower's customers shall have accepted such goods or market valueservices, and shall owe and shall be obligated to pay the full amount stated in the invoices according to their terms (less normal trade discounts), without dispute, offset defense, counterclaim or other right to reduce or avoid the liability represented by such Accounts Receivable. D. (c) Borrower agrees will keep proper books of record and account in which full, true and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to furnish to Administrative Agent any information which it may reasonably request regarding the determination its business and calculation of the Borrowing Base activities (including, without limitation, correct all dealings and complete copies of any material invoicestransactions with respect to the Collateral covered by the Collateral Documents and Accounts Receivable). Borrower shall conduct, underlying agreements, instruments or other documents and the identity of all obligors. E. The Administrative Agent mayshall cause to be conducted, at any time that it in good faith believes that the Total Utilization of the Revolving Loan Commitments exceeds the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered by Borrower, require Borrower to's expense, and Borrower may at any time elect toupon request of Lender, submit an updated Borrowing Base Certificate and/or reevaluate and present to Lender for approval, such appraisals, investigations or reviews as Lender shall reasonably request for the value purpose of any item included in the Borrowing Base in accordance with the definition of such item as set forth in subsection 1.1, including, without limitation, the creditworthiness of any obligor relating to any item included in the Borrowing Base. The Administrative Agent may determine, as a result of any such reevaluation, to reduce the amount which such item contributes to the Borrowing Base or exclude such item from determining the Borrowing Base, which determination shall, absent manifest error, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be final, binding and conclusive upon all parties hereto. If the Administrative Agent determines that the Borrowing Base shall be reduced pursuant to this subsection 6.11, the Administrative Agent shall give written notice to Borrower and Lenders which states the amount of such reduction and the nature of the action taken by the Administrative Agent, which reduction shall be effective on the third Business Day following receipt of such notice by Borrower. F. Borrower shall promptly notify the Administrative Agent in writing of any material information which Borrower receives or otherwise gain knowledge of relating to any item included in the Borrowing Base which materially and adversely 113 affects the value of such item or would cause such item to be excluded in whole or in part from the Borrowing Base.reasonably

Determination of Borrowing Base. A. Borrower shall deliver a Borrowing Base Certificate to Administrative Agent sufficiently in advance of the Closing Date to permit Administrative Agent to determine the Borrowing Base to be in effect on the Closing Date and thereafter, shall deliver Borrowing Base Certificates on a monthly basis pursuant to subsection 6.1(xviii); each such Borrowing Base 119 Certificate to be dated as of the last day of the applicable reporting period. Promptly following its receipt of each such Borrowing Base Certificate, Administrative Agent shall determine, or, as the case may be, redetermine the Borrowing Base in accordance with the definition thereof, using the information contained in such Borrowing Base Certificate, and shall notify Borrower of the Borrowing Base so determined or so redetermined. Each such Borrowing Base so determined or redetermined by Administrative Agent shall remain in effect until notice of a redetermined Borrowing Base shall have been given by Administra tive Administrative Agent in accordance with the provisions of this subsection 6.116.12. B. Each of the Accounts Receivable shown on each Borrowing Base Certificate shall conform to the requirements set forth in the definition of Eligible Receivables. C. All Inventory shown on each Borrowing Base Certificate shall conform to the requirements of the definition of Eligible Inventory, shall be the Operating Subsidiaries' exclusive property and shall be valued at the lower of cost or market value. D. Borrower agrees to furnish to Administrative Agent any information which it may reasonably request regarding the determination and calculation of the Borrowing Base including, without limitation, correct and complete copies of any material invoices, underlying agreements, instruments or other documents and the identity of all obligors. E. The Administrative Agent may, at any time that it in good faith believes that the Total Utilization of the Revolving Loan Commitments exceeds the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered by Borrower, require Borrower to, and Borrower may at any time elect to, submit an updated Borrowing Base Certificate and/or reevaluate the value of any item included in the Borrowing Base in accordance with the definition of such item as set forth in subsection 1.1, including, without limitation, the creditworthiness of any obligor relating to any item included in the Borrowing Base. The Administrative Agent may determine, as a result of any such reevaluation, to reduce the amount which such item contributes to the Borrowing Base or exclude such item from the Borrowing Base, which determination shall, absent manifest error, be final, binding and conclusive upon all parties hereto. If the Administrative Agent determines that the Borrowing Base shall be reduced pursuant to this subsection 6.116.12, the Administrative Agent shall give written notice to Borrower and Lenders which states the amount of such reduction and the nature of the action taken by the Administrative Agent, which reduction shall be effective on the third Business Day following receipt of such notice by Borrower. F. Borrower shall promptly notify the Administrative Agent in writing of any material information which Borrower receives or otherwise gain knowledge of relating to any item included in the Borrowing Base which materially and adversely 113 affects the value of such item or would cause such item to be excluded in whole or in part from the Borrowing Base.. 120

Determination of Borrowing Base. A. Borrower Company shall deliver a Borrowing Base Certificate to the Administrative Agent sufficiently in advance accordance with subsection 6.1(xvi) and upon request of the Closing Date to permit Administrative Agent to determine the Borrowing Base to be in effect on the Closing Date and thereafter, shall deliver Borrowing Base Certificates on a monthly basis pursuant to subsection 6.1(xviii); each Agent. Each such Borrowing Base Certificate to shall be dated as of the last day of the applicable reporting periodperiod or such date as may be reasonably requested by Administrative Agent from time to time. Promptly following its receipt of each such Borrowing Base Certificate, the Administrative Agent shall determine, or, as the case may be, redetermine re-determine the Borrowing Base in accordance with the definition thereof, using the information contained in based on such Borrowing Base CertificateCertificate and the definitions of Eligible Inventory and Eligible Accounts Receivable and deliver written notice of such determination to Company. In the event Administrative Agent disagrees with Company's determination of Eligible Receivables, and Eligible Inventory or the Borrowing Base, Administrative Agent shall notify Borrower of Company and consult with Company regarding Company's determination prior to determining or redetermining the Borrowing Base. Each Borrowing Base so determined or so redetermined. Each such Borrowing Base so re-determined or redetermined by the Administrative Agent shall remain in effect until a notice of a redetermined re-determined Borrowing Base shall have been given by Administra tive the Administrative Agent in accordance with the provisions of this subsection 6.116.9. Administrative Agent shall consult with Company prior to establishing or changing any reserves or standards of eligibility of Accounts Receivable and Inventory. B. Each of the Accounts such Eligible Account Receivable shown on each Borrowing Base Certificate shall conform to the requirements set forth in the definition of Eligible Receivables. C. thereof. All Inventory shown on each Borrowing Base Certificate shall conform to the requirements of the definition of Eligible Inventory. C. Company will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries in conformity with sound business practices shall be made of all dealings and transactions in relation to the Operating Subsidiaries' exclusive property Accounts Receivable and shall be valued at the lower of cost or market value. D. Borrower Inventory. Company agrees to furnish to Administrative Agent any information which it may reasonably request regarding the determination and calculation of the Borrowing Base including, without limitation, correct and complete copies of any material invoices, underlying agreements, instruments or other documents and the identity of all obligors. E. The D. Administrative Agent may, at any time that it in good faith believes that the Total Utilization of the Revolving Loan Commitments exceeds the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered by Borrowertime, require Borrower to, and Borrower may at any time elect to, submit an updated Borrowing Base Certificate and/or reevaluate the value of any item included in the Borrowing Base in accordance with the definition of such item as set forth in subsection 1.1, including, without limitation, the creditworthiness of any obligor relating to any item included in the Borrowing Base. The Administrative Agent may determine, as a result of any such reevaluationreevaluation and after consultation with Company, to reduce the amount which such item contributes to the Borrowing Base or exclude such item from the Borrowing Base, which determination shall, absent manifest error, be final, binding and conclusive upon all parties hereto. If the Administrative Agent determines that the Borrowing Base shall be reduced pursuant to this subsection 6.116.9, the Administrative Agent shall give written notice to Borrower Company and Lenders which states the amount of such reduction and the nature of the action taken by the Administrative Agent, which reduction shall be effective on the third Business Day following upon receipt of such notice by BorrowerCompany. F. Borrower E. Company shall promptly notify the Administrative Agent in writing of any material information which Borrower Company receives or otherwise gain gains knowledge of relating to the eligibility of any item or items included in the Borrowing Base which materially and adversely 113 affects the value of such item or would cause such item the Borrowing Base to be excluded decreased by $150,000 or more in whole or in part from the Borrowing Baseaggregate.