Borrowing Base Certificate (ABL Facility)
BORROWING BASE CERTIFICATE
Reference: Credit Agreement dated [__/__/____] (as amended, the "Credit Agreement"), by and among [BORROWER NAME] ("Borrower"), the Lenders party thereto, and [ADMINISTRATIVE AGENT NAME], as Administrative Agent (the "Agent").
Reporting Date: [__/__/____]
Certificate No.: [________]
Capitalized terms used and not defined herein have the meanings in the Credit Agreement.
1. ELIGIBLE ACCOUNTS RECEIVABLE
Section 1.1 Accounts Receivable Roll-Forward
| Line | Description | Amount |
|---|---|---|
| 1.1.1 | Gross Accounts Receivable (per A/R aging) | $[________] |
| 1.1.2 | Less: A/R aged > 90 days from invoice | ($[________]) |
| 1.1.3 | Less: A/R from cross-aged customers (50%+ aged) | ($[________]) |
| 1.1.4 | Less: Foreign A/R not credit-enhanced | ($[________]) |
| 1.1.5 | Less: A/R from Affiliates / employees | ($[________]) |
| 1.1.6 | Less: A/R subject to contra, offset, or dispute | ($[________]) |
| 1.1.7 | Less: Government A/R not FAR-assigned | ($[________]) |
| 1.1.8 | Less: Bill-and-hold, consignment, and pre-billings | ($[________]) |
| 1.1.9 | Less: Concentration in excess of [____]% cap | ($[________]) |
| 1.1.10 | Less: Other ineligibles (itemize in Schedule A-1) | ($[________]) |
| 1.1.11 | Eligible Accounts Receivable | $[________] |
Section 1.2 A/R Advance
| Line | Description | Amount |
|---|---|---|
| 1.2.1 | Eligible Accounts Receivable (from 1.1.11) | $[________] |
| 1.2.2 | Advance Rate | [85]% |
| 1.2.3 | A/R Availability | $[________] |
2. ELIGIBLE INVENTORY
Section 2.1 Inventory Roll-Forward (at lower of cost or net realizable value)
| Line | Description | Amount |
|---|---|---|
| 2.1.1 | Gross Inventory (per perpetual inventory report) | $[________] |
| 2.1.2 | Less: Work-in-Process (unless otherwise permitted) | ($[________]) |
| 2.1.3 | Less: Obsolete, slow-moving, and damaged | ($[________]) |
| 2.1.4 | Less: Inventory held at third-party locations without access/subordination agreement | ($[________]) |
| 2.1.5 | Less: Consigned inventory / held on consignment | ($[________]) |
| 2.1.6 | Less: Foreign / in-transit inventory | ($[________]) |
| 2.1.7 | Less: Inventory subject to PMSI or conflicting Lien | ($[________]) |
| 2.1.8 | Less: Other ineligibles (itemize in Schedule A-2) | ($[________]) |
| 2.1.9 | Eligible Inventory (at cost) | $[________] |
Section 2.2 Inventory Advance
| Line | Description | Amount |
|---|---|---|
| 2.2.1 | Eligible Inventory at Cost (from 2.1.9) | $[________] |
| 2.2.2 | Net-Orderly-Liquidation-Value ("NOLV") Multiplier | [____]% |
| 2.2.3 | Eligible Inventory at NOLV | $[________] |
| 2.2.4 | Advance Rate (applied to lesser of cost or NOLV) | [____]% |
| 2.2.5 | Inventory Availability | $[________] |
3. RESERVES
| Reserve Category | Amount |
|---|---|
| 3.1 Dilution Reserve ([____]% of Eligible A/R) | ($[________]) |
| 3.2 Priority-Payables Reserve (rent, taxes, wages) | ($[________]) |
| 3.3 Rent / Landlord Reserve for non-waiver locations | ($[________]) |
| 3.4 Customer Credit Balances Reserve | ($[________]) |
| 3.5 Accrued Interest / Fees Reserve | ($[________]) |
| 3.6 Sales Tax Reserve | ($[________]) |
| 3.7 Swap / Hedge Reserve | ($[________]) |
| 3.8 Other Reserves (itemize) | ($[________]) |
| Total Reserves | ($[________]) |
4. BORROWING BASE AND AVAILABILITY
| Line | Description | Amount |
|---|---|---|
| 4.1 | A/R Availability (from 1.2.3) | $[________] |
| 4.2 | Inventory Availability (from 2.2.5) | $[________] |
| 4.3 | Equipment / Other Asset Availability (Schedule B) | $[________] |
| 4.4 | Gross Borrowing Base | $[________] |
| 4.5 | Less: Total Reserves (from §3) | ($[________]) |
| 4.6 | Net Borrowing Base | $[________] |
| 4.7 | Lesser of Net Borrowing Base and Aggregate Revolver Commitment | $[________] |
| 4.8 | Less: Outstanding Revolving Loans | ($[________]) |
| 4.9 | Less: Letter of Credit Obligations | ($[________]) |
| 4.10 | Less: Swingline Loans | ($[________]) |
| 4.11 | Excess Availability | $[________] |
5. COMPLIANCE STATEMENTS
☐ Excess Availability is greater than zero.
☐ Excess Availability exceeds any springing-covenant trigger (currently [____]% of line cap or $[AMOUNT], whichever is greater).
☐ No Overadvance exists that has not been consented to by Lender.
☐ All eligibility calculations are in accordance with the Credit Agreement.
6. OFFICER CERTIFICATION
The undersigned, a Responsible Officer of Borrower, certifies that (i) the information set forth above is true and correct in all material respects, (ii) the calculations have been prepared in accordance with the Credit Agreement, (iii) all inventory and accounts reflected are owned by Borrower free and clear of Liens other than Permitted Liens, and (iv) no Default or Event of Default exists as of the Reporting Date except as disclosed in writing to Agent.
BORROWER:
[BORROWER NAME]
[________________________________]
By: [OFFICER NAME]
Title: [Chief Financial Officer / Treasurer / Controller]
Date: [__/__/____]
SCHEDULES
| Schedule | Description |
|---|---|
| A-1 | A/R Ineligibles Detail |
| A-2 | Inventory Ineligibles Detail |
| B | Equipment / Other Asset Supporting Detail |
| C | A/R Aging Report |
| D | Inventory Perpetual Report |
| E | Dilution Calculation (prior 12 months) |
SOURCES AND REFERENCES
- Uniform Commercial Code Article 9 (Secured Transactions) — Uniform Law Commission — https://www.uniformlaws.org/
- Commercial Finance Association (CFA/SFNet) Code of Ethics and Practice Standards — https://www.sfnet.com/
- LSTA Model Credit Agreement Provisions — https://www.lsta.org/
- OCC Comptroller's Handbook: Asset-Based Lending — https://www.occ.gov/publications-and-resources/publications/comptrollers-handbook/files/asset-based-lending/
Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. The signing Responsible Officer must independently verify eligibility criteria and advance rates against the specific Credit Agreement; delivery of an inaccurate certificate can constitute an Event of Default.
About This Template
Financial and banking documents govern loans, security interests, account agreements, and commercial transactions between lenders, borrowers, and financial institutions. Promissory notes, guaranties, security agreements, and UCC filings have precise legal requirements, and mistakes can leave a lender unsecured or a borrower on the hook for more than they agreed to. Well-drafted finance paperwork protects both sides and keeps the deal enforceable if something goes wrong later.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: April 2026