Common use of Borrowing Base Certificates Clause in Contracts

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.

Borrowing Base Certificates. (i) By On or before the 20th last day of each month (or if such from and after the date is not a Business Dayhereof, the following Business Day), the Lead Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same Collateral Agent, in form acceptable to the Lenders) Collateral Agent, a Borrowing Base Certificate prepared as of the close last day of business the immediately preceding month, with such supporting materials as Collateral Agent shall reasonably request. If Collateral Agent shall request at any time (i) an Event of Default has occurred and is continuing or (ii) following an Excess Availability Triggering Event and continuing until the Cure Date or following the occurrence of a Default or Event of Default and so long as it is continuing, the Borrowers shall execute and deliver to Collateral Agent Borrowing Base Certificates on or before the last third (3rd) Business Day of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous each week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed provided that any referenced amounts with respect to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall unbilled Accounts will continue to be reported on such more frequent basis for at least three (3) months following any such election); and updated monthly. (ii) upon any sale or other disposition Together with each delivery of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated a Borrowing Base Certificate, prepared after giving effect the Borrower Representative shall deliver to such sale or Collateral Agent, in the form reasonably acceptable to Collateral Agent, a detailed accounts receivable and accounts payable aging of the Borrowers’ accounts aged by invoice date, account roll- forward with supporting details supplied from sales journals, collection journals, credit registers and any other disposition records, unbilled accrued receivables report, unapplied deposits report, unbilled accrued payables reports, deferred revenue report, detailed list of Eligible Accounts and Eligible Unbilled Accounts, access to review new major contracts (it being understood; providedMSAs and scope of work arrangements), further, that (i) Inventory amounts shown in sales tax accruals and a reconciliation to B▇▇▇▇▇▇▇’s general ledger and the Borrowing Base Certificates Certificate delivered on a weekly basis will be based on by the Inventory amount (a) set forth in the Borrower as of such date and to such Borrower’s most recent weekly report, where possible, financial statements and (b) for the most recently ended month for which such all with supporting information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate materials as Collateral Agent shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesreasonably request.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Daymonth, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided thatthat (i) until the Closing Date Borrowing Base Termination Date, such Borrowing Base Certificate may state that the Borrowing Base is equal to the sum of (x) the Borrowing Base calculated solely with respect to the ATS Borrowers as of the close of business on the last Business Day of the previous month and (y) $7,500,000 (the “Closing Date Borrowing Base”) and (ii) during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition outside the ordinary course of business in a single transaction or series of related transactions of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then then-existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a1) set forth in the most recent weekly report, where possible, and (b2) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts and Eligible Due from Agent Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.

Borrowing Base Certificates. (i) By On or prior to the 20th 15th calendar day of each calendar month, beginning with the first calendar month ending after the Closing Date (or if such date day is not a Business Day, the following next succeeding Business Day)) and at such other times as the Administrative Agent or the Required Lenders may reasonably require, the Lead Parent Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared (each a “Monthly Borrowing Base Certificate”) showing the Borrowing Base and the calculation of Excess Availability and Specified Excess Availability as of the close of business on the last Business Day day of the previous month immediately preceding calendar month, with each such Monthly Borrowing Base Certificate to be certified as complete and correct in all material respects on behalf of the Parent Borrower by a Responsible Officer of the Parent Borrower; (provided that, ii) at any time during the continuance of a Liquidity PeriodCondition, the Lead Parent Borrower shall deliver to the Administrative Agent weekly a Borrowing Base Certificate (each a “Weekly Borrowing Base Certificate”) showing the Parent Borrower’s reasonable estimate (which shall be based on the most current accounts receivable aging reasonably available and shall be calculated in a consistent manner with the most recent Monthly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Daydelivered pursuant to this Section) of every week prepared the Borrowing Base and the calculation of Excess Availability and Specified Excess Availability as of the close of business on Friday the last day of the previous immediately preceding calendar week, which weekly Borrowing Base Certificates which, unless the Administrative Agent otherwise agrees, shall be in standard form unless otherwise reasonably agreed to by furnished on Wednesday of each week (or, if Wednesday is not a Business Day, on the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such electionnext succeeding Business Day); and (iiiii) upon on or prior to the date of the consummation of any sale or other disposition of any Revolver Priority Collateral having an aggregate book value Eligible Accounts in excess of the lesser of (x) 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition Aggregate Revolving Credit Commitments and (it being understood; provided, further, that (iy) Inventory amounts shown in 10% of the Borrowing Base Certificates delivered on a weekly basis will be based on at such time, the Inventory amount (a) set forth in Parent Borrower shall deliver to the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, Administrative Agent an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant giving pro forma effect to Section 10.02(xxii)(Asuch disposition and (iv) between the Credit Parties if such transferred assets would need to be included in the applicable event there is a material error or miscalculation in a Borrowing Base in order Certificate, the Parent Borrower shall deliver to meet the Availability Conditions. All calculations of Global Availability in any Administrative Agent an updated Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that within three (3) Business Days after receiving notification of such error or miscalculation from the Administrative Agent may from time to time review and adjust any such calculation in consultation with Agent. In addition, the Lead Parent Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesshall deliver each Borrowing Base Certificate required by Section 6.13(b).

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower The Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a quarterly Borrowing Base Certificate Certificates within 20 days of the fiscal quarter then ended prepared as of the close of business on the last Business Day of the previous fiscal quarter (provided that (1) during a Monthly Reporting Period, the Borrowers shall deliver to the Administrative Agent monthly Borrowing Base Certificates by the 20th day of each month prepared as of the close of business on the last Business Day of the previous month or (provided that, during 2) a Liquidity PeriodEvent shall have occurred and be continuing, the Lead Borrower Borrowers shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower Borrowers and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending June 30, 2012), the Borrowers shall deliver (i) to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of the Average Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule O to the Collateral Questionnaire to reflect all locations of Inventory at the end of the fiscal quarter then ended.

Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (i) By and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 20th day 12th Business Day of each month (or if such date is not a Business Daymonth, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the last second Business Day of the previous month (provided thateach week, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week Certificate prepared as of the close of business on of Friday of the previous immediately preceding week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise and at such other times as Agent may reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditionsrequest. All calculations of Global Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified signed by a Responsible OfficerSenior Officer or the Controller of Borrower Agent or its general partner, provided that the Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).

Borrowing Base Certificates. (i) By On or before the 20th day 15th Business Day of each month (or if from and after the Effective Date, a Borrowing Base Certificate as of the last day of the immediately preceding month, with such date is not a Business Day, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and supporting materials as the Administrative Agent shall promptly deliver same to reasonably request. Notwithstanding the Lendersforegoing, after the occurrence and during the continuance of (i) a Cash Dominion Event or (ii) an Event of Default, within three Business Days of the end of each calendar week, the Company shall furnish a Borrowing Base Certificate prepared calculated as of the close of business on the last Business Day of the previous month immediately preceding calendar week. At any time and from time to time the Company is entitled to calculate the Borrowing Base on a pro forma basis to give effect to a Permitted Acquisition (provided thatincluding an acquisition of inventory or accounts receivable), during a Liquidity Periodand to adjust the Borrowing Base accordingly, the Lead Borrower shall deliver prior to the Administrative Agent weekly completion of any field examination and appraisal; provided that (A) to the extent that the Borrowing Base Certificates is adjusted by Wednesday (or if adding Eligible Accounts and Eligible Inventory acquired in such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be Permitted Acquisition in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value amount in excess of 10% of the then existing Borrowing Base, an updated the Company shall have 60 days following such Permitted Acquisition to deliver the appropriate field examination and appraisal in respect of such excess Eligible Accounts and Eligible Inventory, and (B) to the extent that the Borrowing Base Certificateis adjusted by adding Eligible Accounts and Eligible Inventory acquired in such Permitted Acquisition in an amount in excess of 20% of the Borrowing Base, prepared after giving effect such excess Eligible Accounts and Eligible Receivables shall not be added to the Borrowing Base prior to the date that the appropriate field examination and appraisal in respect of such sale excess Eligible Accounts and Eligible Inventory is delivered to the Administrative Agent or other disposition (it being understood; providedits designated representative. The Borrowing Base Certificate shall also be delivered at such times required pursuant to Section 9.6 in connection with a disposition, further, if applicable. Information required to be delivered pursuant to Section 8.1 or 8.2 shall be deemed to have been delivered if such information shall have been posted by the Administrative Agent on an IntraLinks or similar site to which each Lender has been granted access. Information delivered pursuant to Section 8.1 or 8.2 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. The Company hereby acknowledges that (i) Inventory amounts shown in the Borrowing Base Certificates delivered Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on a weekly basis will be based behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the Inventory amount (a“Platform”) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) certain of the amount Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of Eligible Accounts shown any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Borrowing Base Certificate Persons’ securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Company Materials that may be based distributed to the Public Lenders and that: (A) all such Company Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the amount first page thereof; (B) by marking Company Materials “PUBLIC”, the Company shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Company Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the gross Accounts extent such Company Materials constitute Information, they shall be treated as set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthSection 12.13). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A; (C) between the Credit Parties if such transferred assets would need all Company Materials marked “PUBLIC” are permitted to be included in made available through a portion of the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower Platform designated “Public Side Information”; and certified by a Responsible Officer, provided that (D) the Administrative Agent may from time and the Joint Lead Arrangers shall be entitled to time review and adjust treat any such calculation in consultation with Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Lead Borrower to the extent the calculation is Platform not made in accordance with this Agreement or does not accurately reflect the Reservesdesignated “Public Side Information”.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead The Borrower shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the Administrative Agent shall promptly deliver same FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders) a ), monthly Borrowing Base Certificate Certificates on or prior to the 15th Business Day of each month prepared as of the close of business on the last Business Day day of the previous fiscal month (provided that, or after the occurrence and during the continuance of a Liquidity Borrowing Base Reporting Trigger Period, the Lead Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates by Wednesday (on or if such date is not a Business Day, the following Business Day) prior to Thursday of every week prepared as of the close of business on Friday Saturday of the previous week, which weekly Borrowing Base Certificates shall be in standard the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent); provided that, or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a weekly basis will be based on monthly basis, the Inventory amount (a) set forth Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in case such Borrowing Base Certificate will be based on Certificates may, at the amount election of the gross Accounts set forth Borrower, be computed in accordance with the most recent weekly report, less the amount of ineligible Accounts reported requirements for the most recently ended month). In addition, an updated Borrowing Base Certificate will Certificates required to be delivered in connection with any Notice during the continuance of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable a Borrowing Base in order to meet the Availability ConditionsReporting Trigger Period for a minimum period of at least four (4) consecutive weeks. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible OfficerFinancial Officer of the Borrower, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agent.

Borrowing Base Certificates. (ia) By the 20th day of each month (or if such date is not a Business Daymonth, the following Business Day), the Lead Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on of the last previous month, with such weekly updates as the Administrative Agent may request; provided that during a Trigger Period (Reporting), Borrower Agent shall, by the fourth Business Day of the previous month (provided thateach week, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly (and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week Certificate prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates no event shall ineligibles be required to be delivered more frequently than on a weekly monthly basis will (except upon the occurrence and during the continuance of an Event of Default, in which case reporting may be based required more frequently than on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended montha monthly basis). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Agent and certified by a Responsible OfficerOfficer of Borrower Agent, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral (a determination to be made by the Administrative Agent in its Permitted Discretion); and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. (b) Within 20 days after the end of each calendar month, Borrowers shall have delivered to the Administrative Agent, in form and detail satisfactory to the Administrative Agent and the Required Lenders, (i) a listing of each Borrower’s trade payables, specifying the trade creditor and balance due, a detailed listing of each Borrower’s accrued payables, a detailed trade payable aging and a listing of each Borrower’s outstanding checks; and (ii) a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name, amount, invoice date and due date. (c) Within 20 days after the end of each fiscal quarter, a certificate substantially in the form attached as Exhibit L, executed by the chief financial officer of Pacer setting forth the Average Quarterly Availability for such fiscal quarter and information reasonably satisfactory to Administrative Agent supporting the information set forth in such certificate.

Borrowing Base Certificates. (a) Provide the Administrative Agent with the following documents in form and substance reasonably satisfactory to the Administrative Agent for prompt further distribution to each Lender: (i) By within fifteen (15) Business Days after the 20th end of such Fiscal Quarter, a Borrowing Base Certificate setting forth the calculation of the Revolving Borrowing Base and the FILO Borrowing Base and of Excess Availability as of the last day of the immediately preceding Fiscal Quarter; provided that (A) at any time after the occurrence and during the continuance of a Monthly Borrowing Base Reporting Period and (B) after the end of the Fiscal Months ending or about October 31, November 30 and December 31 of each month Fiscal Year, a Borrowing Base Certificate setting forth the calculation of the Revolving Borrowing Base and the FILO Borrowing Base and of Excess Availability as of the last day of the immediately preceding Fiscal Month shall be delivered within fifteen (15) Business Days after the end of such Fiscal Month and, in the event that the Borrowers are required to deliver a Borrowing Base Certificate as a result of the occurrence of a Monthly Borrowing Base Reporting Period, the Borrowers shall be required to deliver a Borrowing Base Certificate on a monthly basis for at least two (2) consecutive Fiscal Months, whether or not the relevant Monthly Borrowing Base Reporting Period has terminated; provided, further that, at any time after the occurrence and during the continuance of a Weekly Borrowing Base Reporting Period, a Borrowing Base Certificate setting forth the calculation of the Revolving Borrowing Base and the FILO Borrowing Base and of Excess Availability as of the close of business on Saturday of the immediately preceding calendar week shall be delivered on Wednesday of each week (or, if such date Wednesday is not a Business Day, on the following next succeeding Business Day); and (ii) at any time when Borrowing Base Certificates are required to be delivered pursuant to Section 7.4(a)(i) above on a quarterly or monthly basis, the Lead Administrative Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Lead Administrative Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Monthly Borrowing Base Reporting Period (when delivery is otherwise required to be made pursuant to Section 7.4(a)(i) on a quarterly basis) or a Weekly Borrowing Base Reporting Period (when delivery is otherwise required to be made pursuant to the first proviso in Section 7.4(a)(i) on a monthly basis), provided that, in each such case, the Lead Administrative Borrower shall continue to deliver Borrowing Base Certificates on a monthly or weekly basis, as applicable, in accordance with such election until January 15th of the next succeeding calendar year, and a Monthly Borrowing Base Reporting Period or Weekly Borrowing Base Reporting Period shall be deemed to exist, as applicable, for all purposes of this Section 7.4(a). (b) In the event that any Loan Party or any Restricted Subsidiary shall (A) engage in a transaction or a series of related transactions pursuant to any Specified Asset Disposition/Investment Provision (or combination thereof) or (B) any Loan Party is deemed to be an Excluded Subsidiary, as applicable, and in any case, which result in (i) the Disposition (including pursuant to the sale of Equity Interests in a Restricted Subsidiary, or a merger, liquidation, amalgamation, division, contribution of assets, Equity Interests or Indebtedness or otherwise) or other transfer of assets included in the determination of the Revolving Borrowing Base or the FILO Borrowing Base, or (ii) the exclusion and/or removal of assets which were included in the determination of the Revolving Borrowing Base or the FILO Borrowing Base (including, as a result of the application of the eligibility criteria set forth in the definition of “Eligible Credit Card Receivables” and “Eligible Inventory”, in each case, as determined by reference to the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant to Section 7.4(a) and in an aggregate amount for any single or series of related transactions (or other applicable events) in excess of $15,000,000, then prior to or concurrently with the consummation of any such transaction or series of related transactions (or other applicable events), the Lead Administrative Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same for prompt further distribution to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In additioneach Lender, an updated Borrowing Base Certificate will be reflecting such transactions or series of related transactions (or other applicable events) on a Pro Forma Basis as of the date of the most recently delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base Certificate, and demonstrating that no Overadvance shall result from such transaction or series of related transactions (or other applicable events). Notwithstanding anything to the contrary in order to meet this Section 7.4, so long as no FILO Commitments or FILO Loans are outstanding on the Availability Conditions. All calculations required date of Global Availability in delivery of any Borrowing Base Certificate Certificate, Holdings and the Borrowers shall not be made by required to calculate or otherwise report the Lead Borrower and certified by a Responsible Officer, provided that FILO Borrowing Base or the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesFILO Deficiency Reserve.

Borrowing Base Certificates. (i) By the 20th day of each fiscal month (or if such date is not a Business Day, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous fiscal month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a the third Business Day, the following Business Day) Day of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided that the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority ABL Collateral having an aggregate book value in excess of comprising more than 10% of the then existing Aggregate Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understooddisposition; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.”

Borrowing Base Certificates. Commencing with the Fiscal Month ending April 30, 2016, by (ix) By the 25th day after the last day of each month ending April 30, 2016, May 31, 2016 and June 30, 2016 and (y) thereafter, the 20th day of each month month, the US Borrower, Canadian Borrowers and European Borrowers, respectively (or if such date is not a Business Day, the following Business Day), the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate prepared as of the close of business on the last Business Day of the applicable previous month (Fiscal Month; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly Borrowing Base Certificates more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within 4 Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended month Fiscal Month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Collateral Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthFiscal Month) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any Loan Party consummates a Subject Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates giving pro forma effect to such Subject Transaction, which shall be effective as of the date of consummation of such Subject Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base”, “European Borrowing Base” and “US Borrowing Base” and (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificate will be delivered in connection with any Notice Certificates at the time of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower or prior to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesconsummation of such Disposition.

Borrowing Base Certificates. (ia) By the 20th day tenth (10th) Business Day of each month for the immediately preceding month (or if such date is not a Business Day, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared dated as of the close of business on the last Business Day of such month), a Borrowing Base Certificate executed by the previous month Chief Financial Officer; provided that (provided thati) Loan Party Agent may deliver a Borrowing Base Certificate more frequently if it chooses, (ii) notwithstanding the foregoing, (x) after the occurrence and during the continuance of a Liquidity PeriodDefault or Event of Default, the Lead Borrower shall Agent may require Loan Party Agent to deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently upon its request and (y) if elected by the Lead Borrower, provided the Aggregate Borrowing Base Availability shall continue to at any time be reported on such more frequent basis less than $10,000,000 for at least three (3) months following consecutive Business Days or $7,500,000 on any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing BaseBusiness Day, an updated Borrowing Base Certificate, prepared after giving effect Loan Party Agent shall be required to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the deliver Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) by no later than Tuesday of each week for the most recently ended month immediately preceding week) until such time as no such condition shall have existed for which such information is available with regard to locations where it is impracticable to report Inventory more frequently60 consecutive days), which, if requested by Agent, shall be accompanied by copies of Borrowers’ sales journals, cash receipts journals and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported credit memo journals for the most recently ended month). In additionrelevant period and shall contain such additional information concerning Accounts as may be reasonably requested by Agent including, an updated Borrowing Base Certificate will be delivered without limitation, copies of all invoices prepared in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability ConditionsAccounts. All calculations of Global Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified by a Responsible Senior Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. Each Borrowing Base Certificate shall reflect the actual, aggregate Account balance as of such date. (b) If requested by Agent, by the tenth (10th) Business Day of each month for the immediately preceding month, or as frequently as any Borrowing Base Certificate may be required, if so requested by Agent: (i) a detailed trial balance of Borrowers’ Accounts aged per invoice date, in form and substance reasonably satisfactory to Agent including, without limitation, the names and addresses of all Account Debtors of Borrowers and (ii) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent may reasonably require), including a listing of any held checks. (c) In addition to the foregoing, by no later than the tenth (10th) Business Day of each month for the immediately preceding month, or as frequently as any Borrowing Base Certificate may be required, if so requested by Agent, a report detailing all Included Rolling Stock (by make, model, year and VIN number) acquired or disposed of during such month, including, in the case of any such acquisition, the acquisition price thereof and, in the case of any Disposition, the sales price, the net book value and Net Cash Proceeds received in, or with respect to which an account receivable has been booked on account of, such sale, together with such other information as Agent may reasonably request and all in form and substance reasonably acceptable to Agent.

Borrowing Base Certificates. (i) By The US Borrower and the 20th day of each month Canadian Borrower, respectively (or if such date is not a Business Day, the following Business Day), the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with the month ending August 31, 2017, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within 4 Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Administrative Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificate will be delivered in connection with any Notice Certificates and Supporting Information at the time of Borrowing delivered following or prior to the transfer consummation of any assets pursuant such Disposition, and (iv) the Borrowers may elect to Section 10.02(xxii)(A) between deliver the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base Certificates and Supporting Information more frequently than the time period specified in order to meet the Availability Conditions. All calculations of Global Availability Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be made by required to continue to deliver the Lead Borrower Borrowing Base Certificate and certified by a Responsible Officer, provided that Supporting Information on such basis for at least 60 days following the Administrative Agent may from time to time review and adjust any date of the first such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesdelivery.

Borrowing Base Certificates. (i) By On the 20th Closing Date and on or before the twentieth day of each month (or if such date is not a Business Day, as of the following Business Dayclose of the previous month), the Lead Borrower shall deliver to the Administrative Agent, and to the Collateral Agent upon its request, (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month, and at such other times as the Administrative Agent may request in its reasonable discretion. All calculations of Availability in connection with any Borrowing Base Certificate originally shall be made by the Lead Borrower and certified by a Responsible Officer to the Administrative Agent and the Lenders; provided that the Administrative Agent shall have the right to review and adjust, in the exercise of its Permitted Discretion, any such calculation (i) to reflect its reasonable estimate of declines in value of any of the Collateral described therein and (ii) to the extent that such calculation is not in accordance with this Agreement or does not accurately reflect the amount of the applicable Reserve. In no event shall (a) the U.S. Borrowing Base on any date be deemed to exceed the amount of the U.S. Borrowing Base or (b) the Canadian Borrowing Base on any date be deemed to exceed the amount of the Canadian Borrowing Base, in each case shown on the Borrowing Base Certificate last received by the Administrative Agent prior to such date, as such Borrowing Base Certificate may be adjusted from time to time by the Administrative Agent as herein authorized; provided, further, when Availability is less than the greater of (i) 12.5% of the Line Cap and (ii) $75,000,000, in each case for 5 consecutive Business Days, then the Borrowing Base Certificate will be required to be delivered on each Wednesday of such month (provided that, beginning with the Wednesday occurring during a Liquidity Periodthe first full calendar week of such month), the Lead Borrower shall deliver to the Administrative Agent, and to the Collateral Agent weekly upon its request, a Borrowing Base Certificates by Wednesday (or if such date is not a Business DayCertificate, the following Business Day) of every week prepared updated as of the close of business on Friday the last Business Day of the previous weekimmediately preceding calendar week (it being understood that inventory amounts shown in such Borrowing Base Certificate will be based on the inventory amount for the most recently ended month) unless the Collateral Agent otherwise agrees (or if Wednesday is not a Business Day, which weekly on the next succeeding Business Day); provided, further, with respect to calculation of clause (b) of each of the definitions of “Canadian Borrowing Base” and “U.S. Borrowing Base,” the Lead Borrower shall only be required to provide in the Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent)calculation of subclause (x) thereof for the last month of each fiscal quarter, or more frequently but if elected by at any time when subclause (x) is calculated it becomes the Lead Borroweroperative prong, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three then both subclauses (3x) months following any such election); and (iiy) upon must be calculated on a monthly basis until subclause (y) becomes the operative prong for 3 consecutive months. Upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, Lead Borrower shall deliver to the Administrative Agent an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesdisposition.

Borrowing Base Certificates. (ia) By On or prior to the 20th 10th Business Day after the last day of each fiscal month (or if such date more frequently as the Borrower may elect, so long as the frequency of delivery is not a Business Day, maintained by the Borrower for the immediately following Business Day60 day period), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last day of the immediately preceding month (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower’s, a subsequent date), together with such supporting information in connection therewith, which supporting information shall be limited to (A) a reasonably detailed calculation of Eligible Trade Receivables and Eligible Credit Card Receivables, (B) a reasonably detailed aging of the Loan Parties’ Accounts and a reconciliation to the corresponding Borrowing Base Certificate and (C) an Excess Availability calculation; provided that upon the occurrence and during the continuance of an Increased Reporting Event, the Borrower shall deliver a Borrowing Base Certificate and such supporting information as is reasonably practicable to provide on a weekly basis on the third Business Day of the previous month (provided thateach week, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understoodimmediately preceding Friday; provided, further, that (i) Inventory amounts shown in on or prior to the date of the consummation of a Disposition of Eligible Trade Receivables and/or Eligible Credit Card Receivables that constitute 10.0% or more of the aggregate Borrowing Base Certificates delivered on a weekly basis will be based on permitted under Section 7.05, the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, Borrower shall deliver an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant giving pro forma effect to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included Disposition; provided, further, that in the applicable Borrowing Base event there is material error or material miscalculation in order to meet the Availability Conditions. All calculations of Global Availability in any a Borrowing Base Certificate that affects the calculation of the Borrowing Base, the Borrower shall be made by the Lead Borrower and certified by a Responsible Officer, provided that required to provide an updated Borrowing Base Certificate within five (5) Business Days after receiving notification of such error or miscalculation from the Administrative Agent may from time to time review and adjust any (or such calculation in consultation with later date as reasonably agreed by the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAdministrative Agent).

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead The Borrower shall deliver Representative will furnish to the Administrative Agent a certificate for each Borrower in substantially the form of Exhibit I (each a "Borrowing Base Certificate"), each certified as true and correct in all material respects on behalf of the Administrative Agent shall promptly deliver same Borrower Representative by a Financial Officer of the Borrower Representative and containing necessary supporting calculations, as follows: (A) no later than (x) with respect to the Lenders) a Borrowing Base Certificate prepared for CGI Borrower, the fifteenth (15th) Business Day following the end of each fiscal month (or on the third (3rd) Business Day of each week if the Borrower Representative shall so elect in its sole discretion, subject to the proviso at the end of this clause (i)(A)) or (y) with respect to the Borrowing Base Certificate for Swiss Borrower, the fifteenth (15th) Swiss Business Day following the end of each fiscal month (or on the third (3rd) Swiss Business Day of each week if the Borrower Representative shall so elect in its sole discretion, subject to the proviso at the end of this clause (i)(A)), in each case, showing the Borrowing Base as of the close of business on the last Business Day day of the previous immediately preceding fiscal month (provided that, during or in the case of a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent voluntary weekly delivery of Borrowing Base Certificates by Wednesday (or if such date is not a Business Dayat the election of the Borrower Representative, the following Business Day) of every week prepared showing each Borrowing Base as of the close of business on Friday of the previous weekimmediately preceding Friday); provided, which weekly that if the Borrower Representative elects to furnish the Administrative Agent with Borrowing Base Certificates on a weekly basis, then the Borrower Representative shall continue to furnish Borrowing Base Certificates on such weekly basis until at least the date that is 60 days from the date of such election; (B) solely during an Accelerated Borrowing Base Delivery Period, more frequently (but not more frequently than weekly) as shall be in standard form unless otherwise reasonably agreed to determined by the Administrative Agent), or more frequently Agent in its Permitted Discretion (if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates are required to be delivered on a weekly basis will be based on the Inventory amount pursuant to this clause (a) set forth in the most recent weekly reporti)(B), where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificates (which shall include information relating to the Inventory only to the extent then available) shall be delivered (x) with respect to the Borrowing Base Certificate will be based for CGI Borrower, on the amount third (3rd) Business Day of each week or (y) with respect to the Borrowing Base Certificate for Swiss Borrower, on the third (3rd) Swiss Business Day of each week, in each case showing each Borrowing Base as of the gross Accounts set forth close of business on the immediately preceding Friday); and (C) upon any Asset Sale of ABL Priority Collateral included in the most recent weekly reportBorrowing Base, less if the amount Net Cash Proceeds thereof are in excess of ineligible Accounts reported for $2,000,000, the most recently ended month). In addition, Borrower Representative shall also furnish an updated Borrowing Base Certificate will be delivered in connection with any Notice to the Administrative Agent giving Pro Forma Effect to such Asset Sale promptly upon the receipt of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability ConditionsNet Cash Proceeds. All calculations of Global Excess Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified by a Responsible Officer, Financial Officer of the Borrower Representative in accordance with this Section 10.1(i); provided that the Administrative Agent may from time to time review and and, in all respects in accordance with Section 2.19 (including with notice to the Borrower Representative as required thereunder), adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Borrowing Base Reserves, in each case, as determined by the Administrative Agent in its Permitted Discretion. The Borrower Representative will furnish to the Administrative Agent at the time of delivery of each Borrowing Base Certificate such additional information as the Administrative Agent may reasonably request in advance of such delivery, including, with respect to customer deposits, agings, freight/duty payables, gift card balances, a schedule of rent expenses organized by location, the amount of any unpaid Taxes, the amount of any overdue rent, overdue amounts owed to any warehousemen or bailee, any overdue amount owed to any third party manufacturer, a schedule of inventory organized by location and with respect to any disputes regarding Intellectual Property that would reasonably be expected to have a material impact on the realizable value of any Eligible Inventory. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 10.1 may be satisfied with respect to financial information of Holdings, CGI Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent company of CGI Borrower or (B) the Form 10-K or 10-Q (or any equivalent form under applicable Canadian Securities Laws), as applicable, of CGI Borrower or any direct or indirect parent of CGI Borrower, as applicable, filed with the SEC or Canadian Securities Administrator (or the Ontario Securities Commission, British Columbia Securities Commission or other securities commission in Canada or any province or territory thereof); provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of CGI Borrower, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to CGI Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.

Borrowing Base Certificates. (i) By On or prior to the 20th calendar day of each calendar month (or on a more frequent basis at the discretion of the Borrower; provided that once a more frequent basis is elected by the Borrower, it must be continued for no less than 60 calendar days after the date of such election), beginning with the calendar month ended April 30, 2023 (or if such date day is not a Business Day, the following next succeeding Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared showing each of the Borrowing Base and the calculation of the Excess Availability and the Specified Excess Availability, in each case as of the close of business on the last Business Day day of the previous immediately preceding calendar month (the Borrowing Base Certificate delivered as of each month end, the “Monthly Borrowing Base Certificate”) (or, at the option of the Borrower, as of a more recent date), each such Borrowing Base Certificate to be certified as complete and correct in all material respects on behalf of the Borrower by an Authorized Officer of the Borrower; provided that, that during a Liquidity the Weekly Monitoring Period, the Lead Borrower shall deliver to the Administrative Agent weekly a Borrowing Base Certificates by Wednesday Certificate showing the Borrower’s reasonable estimate (or if such date is not which shall be based on the most current accounts receivable aging reasonably available and shall be calculated in a Business Day, consistent manner with the following Business Daymost recent Monthly Borrowing Base Certificate delivered pursuant to this Section) of every week prepared each Borrowing Base and the calculation of the Excess Availability and Specified Excess Availability as of the close of business on Friday the last day of the previous immediately preceding calendar week, which weekly unless the Administrative Agent otherwise agrees in its reasonably discretion, shall be furnished on Wednesday of each week (or if Wednesday is not a Business Day, on the next succeeding Business Day); provided that any Borrowing Base Certificates Certificate delivered pursuant to this Section 9.1(k) other than with respect to month’s end may be based on such estimates by the Borrower as the Borrower may deem necessary; (l) at the time of the delivery of each Monthly Borrowing Base Certificate provided for in Section 9.1(k), the Borrower shall each provide Inventory reports by category and location, together with reconciliation to the corresponding Monthly Borrowing Base Certificate, a 151 reasonably detailed calculation of Eligible Inventory, and a reconciliation of the Credit Parties’ respective Inventory between the amounts shown in each such Person’s stock ledger and any Inventory reports delivered pursuant to this clause (l); provided, that any Borrowing Base Certificate delivered other than with respect to month’s end may be based on such estimates by the Credit Parties of Shrink and other amounts as the Borrower may deem necessary; (m) at the time of the delivery of each Monthly Borrowing Base Certificate provided for in Section 9.1(k), the Borrower shall provide a current accounts receivable aging along with a reconciliation between the amounts that appear on such aging and the amount of accounts receivable presented on the concurrently delivered balance sheet; and (n) (i) the Borrower shall notify the Administrative Agent of a pending withdrawal of cash or Cash Equivalents constituting Eligible Borrowing Base Cash from a Blocked Account subject to a Blocked Account Agreement under Section 9.18 prior to making such withdrawal, and (ii) within one (1) Business Day of such a withdrawal, the Borrower shall provide the Administrative Agent with an updated Borrowing Base Certificate reflecting the updated Eligible Borrowing Base Cash. Notwithstanding the foregoing, the obligations in clauses (a), (b), (e) and (g) of this Section 9.1 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings or any direct or indirect parent of Holdings or (B) the Borrower’s (or Holdings’ or any direct or indirect parent thereof), as applicable, Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B) of this paragraph, to the extent such information relates to Holdings or a direct or indirect parent of Holdings, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Holdings or such parent, on the one hand, and the information relating to the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand (provided, however, that the Borrower shall be under no obligation to deliver such consolidating or other explanatory information if the Consolidated Total Assets and the Consolidated EBITDA of the Borrower and its consolidated Restricted Subsidiaries do not differ from the Consolidated Total Assets and the Consolidated EBITDA, respectively, of Holdings or any direct or indirect parent of Borrower and its consolidated Subsidiaries by more than 2.5%). Documents required to be delivered pursuant to clauses (a), (b) and (e) of this Section 9.1 (to the extent any such documents are included in standard form unless materials otherwise reasonably agreed filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website as notified to the Administrative Agent in writing and provides to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, or filed with the SEC, and available in ▇▇▇▇▇ (or any successor) to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.

Borrowing Base Certificates. (ia) By The Borrower shall furnish the 20th Lenders with Borrowing Base Certificates on a monthly basis (each a “Monthly Borrowing Base Certificate”) on or before the 15th day of each month (whether or if such date is not a Business Day, ) of each month setting forth the following Business Day), calculation of the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided thatimmediately preceding month, during duly completed and executed by a Liquidity PeriodAuthorized Officer, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed. In addition, together with each Monthly Borrowing Base Certificate, the Lead Borrower shall deliver furnish to the Administrative Agent weekly Lenders cash balances in bank accounts maintained (and if requested by any Lender, bank account statements, if available) by each Excluded Subsidiary for each day of the month for which such Monthly Borrowing Base Certificate is being delivered. (b) Commencing with the fifteen (15) day period for the month of March ending on March 15, 2024, the Borrower shall furnish the Lenders with Borrowing Base Certificates by Wednesday for the period from the first calendar day (whether or if such date is not a Business Day, ) of each month through the following fifteenth (15th) calendar day (whether or not a Business Day) of every week prepared each month (each a “Interim Mid-Month Borrowing Base Certificate”) not later than the date that is the 22nd of such month (whether or not a Business Day) setting forth the calculation of the Borrowing Base as of the close fifteenth (15th) calendar day of business on Friday each such month, duly completed and executed by a Authorized Officer, together with all schedules required pursuant to the terms of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount Certificate duly completed (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in first such Borrowing Base Certificate will under this Section 3.02(b) shall be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported issued for the most recently ended monthfifteen (15) calendar day period ending March 15, 2024 and delivered on or prior to March 22, 2024). In addition. (c) Commencing with the last day for the month of March 2024 ending on March 31, 2024, the Borrower shall furnish the Lenders with an updated aging accounts receivable schedule, inventory detail and any intercompany transactions on a monthly basis which shall be prepared in a Borrowing Base format that assumes other input remains constant from the prior Monthly Borrowing Base Certificate will be delivered in connection (each an “Interim Monthly Borrowing Base Roll-Forward”) on or before the 7th day (whether or not a Business Day) of each month, commencing with any Notice the April 7, 2024 for the month ending March 31, 2024 (and each calendar month thereafter) (whether or not a Business Day) of the immediately preceding month, d▇▇▇ completed and executed by a Authorized Officer, (first such Interim Monthly Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need Base Roll-Forward to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate provided under this Section 3.02(c) shall be made by issued for the Lead Borrower calendar month ending March 31, 2024 and certified by delivered on or prior to April 7, 2024 (whether or not a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesBusiness Day)).

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day)month, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during if a Liquidity PeriodEvent shall have occurred and be continuing, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability the Canadian Available Credit, the U.S. Available Credit, each German Available Credit and Total German Available Credit in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower Borrower, (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in a Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each Fiscal Quarter, the Lead Borrower shall deliver to the Agent (i) an Applicable Margin Certificate setting forth a calculation of the Average Availability for the Fiscal Quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule 2(b) to the Perfection Certificate to reflect all locations of Inventory at the end of the Fiscal Quarter then ended.

Borrowing Base Certificates. (i) By As soon as available but in any event on or prior to the 20th day of each calendar month (or if such date is not a Business Day, the following Business Daymore frequently as required under this Section 5.01(c), Section 5.02(c), Section 5.13 and the Lead Borrower shall second proviso at the end of Section 6.05 and at other time expressly required by the terms hereof), deliver to the Administrative Agent (and the Administrative Agent which shall promptly deliver provide copies of the same to the Lenders) a Borrowing Base Certificate, which calculates the Borrowing Base, as of the SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT close of business on the last day of the immediately preceding calendar month (or in the case of a voluntary delivery of a Borrowing Base Certificate prepared at the election of Borrower, a subsequent date), together with such supporting information in connection therewith as the Administrative Agent may reasonably request, which may include, without limitation, (i) Parts Inventory (and, if included in the Borrowing Base, Additional Inventory) reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate, (ii) a reasonably detailed calculation of Eligible Parts Inventory (and, if included in the Borrowing Base, Additional Inventory), (iii) a reconciliation of Borrower’s Parts Inventory (and, if included in the Borrowing Base, Additional Inventory) between the amounts shown in Borrower’s ledger balance and any Parts Inventory reports delivered pursuant to clause (i) above, (iv) a reasonably detailed aging of Borrower’s Accounts for the Fleet Charge Receivables (if included in the Borrowing Base) and (v) if a Receivables Trigger Event shall have occurred and be continuing, a reasonably detailed aging of Borrower’s Accounts that are subject to an applicable Master Intercompany Agreement; provided that if Adjusted Excess Availability is less than the greater of $12,500,000 and 10% of the Commitments at any time, and in such case continuing until such time as Adjusted Excess Availability is greater than or equal to $12,500,000 and 10% of the Commitments for a period of 20 consecutive days, as certified by Borrower to the Administrative Agent, Borrower shall deliver a 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 close of business on the last Business Day immediately preceding Saturday, together with such other information in respect of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to Collateral as the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election)request; and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates will only be required to be delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation information required to prepare such certificate is reasonably available in light of Borrower’s then current reporting systems and shall be prepared based on a methodology (including estimates to the extent such Collateral cannot made in accordance with this Agreement or does not accurately reflect the Reservesbe precisely determined on a weekly basis after Borrower use commercially reasonable efforts to do so) mutually agreed by Borrower and Administrative Agent.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower The Borrowers shall deliver to the Administrative Agent and each Co-Collateral Agent (and the Administrative Agent shall promptly deliver same to Lenders) (a) at all times prior to (x) the Lendersoccurrence and during the continuation of an Event of Default or (y) the first date on which Excess Availability for five consecutive Business Days is less than the greater of (i) $65,000,000 or (ii) 12.5% of the lesser of (A) the aggregate Commitments at such time and (B) the Aggregate Borrowing Base at such time (an “Accelerated Borrowing Base Reporting Event”), not later than the twelfth (12th) Business Day after the immediately preceding fiscal month end, a Borrowing Base Certificate prepared as of the close of business of the previous month and (b) at all times after the commencement and during the continuation of an Accelerated Borrowing Base Reporting Event, not later than the last Business Day of each week, a Borrowing Base Certificate prepared as of the close of business on the preceding Saturday, with such weekly Borrowing Base Certificates (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in a manner consistent with the past practices of the Obligors and reasonably approved by Agent and each Co-Collateral Agent; provided that at such time as, in the case of clause (x) above, all Events of Default have been waived or remedied in accordance with the terms of the Loan Documents and, in the case of clause (y) above, the date that Excess Availability for a period of 60 consecutive calendar days exceeds the greater of (1) $65,000,000 or (2) 12.5% of the lesser of (I) the aggregate Commitments at such time and (II) the Aggregate Borrowing Base at such time, then the Borrowers shall deliver the Borrowing Base Certificate pursuant to clause (a) above. The Borrowers may elect, pursuant to a written irrevocable notice to the Agent, to deliver Borrowing Base Certificates on a weekly basis at any time during a Fiscal Year, provided that the Borrowers shall continue to furnish Borrowing Base Certificates on a weekly basis from the date of such election through January 15 of the Fiscal Year in which such election was made. Notwithstanding the foregoing, after the Sixth Amendment Closing Date through and including the week ending March 3, 2018, the Borrowers shall deliver to the Agent and each Co-Collateral Agent (and the Agent shall promptly deliver same to Lenders), not later than the last Business Day of the previous month (provided thateach week, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week Certificate prepared as of the close of business on Friday of the previous weekpreceding Saturday, which with such weekly Borrowing Base Certificates shall be (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in standard form unless otherwise reasonably agreed to by a manner consistent with the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% past practices of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, Obligors and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, reasonably approved by Agent and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditionseach Co-Collateral Agent. All calculations of Global Excess Availability and the Tranche A-1 Utilization Amount in any Borrowing Base Certificate shall originally be made by the Lead Borrower Agent and certified by a Responsible OfficerSenior Officer of the Borrower Agent (with such certification to be in such Person’s capacity as a Senior Officer of the Borrower Agent and not in such Person’s individual capacity), provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Accounts or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Loan Agreement or does not accurately reflect the ReservesAvailability Reserve.

Borrowing Base Certificates. (ia) By The Borrower shall furnish the 20th Lenders with Borrowing Base Certificates on a monthly basis (each a “Monthly Borrowing Base Certificate”) on or before the 15th day of each month (whether or if such date is not a Business Day, ) of each month setting forth the following Business Day), calculation of the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided thatimmediately preceding month, during duly completed and executed by a Liquidity PeriodAuthorized Officer, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed. In addition, together with each Monthly Borrowing Base Certificate, the Lead Borrower shall deliver furnish to the Administrative Agent weekly Lenders cash balances in bank accounts maintained (and if requested by any Lender, bank account statements, if available) by each Excluded Subsidiary for each day of the month for which such Monthly Borrowing Base Certificate is being delivered. (b) Commencing with the fifteen (15) day period for the month of March ending on March 15, 2024, the Borrower shall furnish the Lenders with Borrowing Base Certificates by Wednesday for the period from the first calendar day (whether or if such date is not a Business Day, ) of each month through the following fifteenth (15th) calendar day (whether or not a Business Day) of every week prepared each month (each a “Interim Mid-Month Borrowing Base Certificate”) not later than the date that is the 22nd of such month (whether or not a Business Day) setting forth the calculation of the Borrowing Base as of the close fifteenth (15th) calendar day of business on Friday each such month, duly completed and executed by a Authorized Officer, together with all schedules required pursuant to the terms of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount Certificate duly completed (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in first such Borrowing Base Certificate will under this Section 3.02(b) shall be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported issued for the most recently ended monthfifteen (15) calendar day period ending March 15, 2024 and delivered on or prior to March 22, 2024). In addition. (c) Commencing with the last day for the month of March 2024 ending on March 31, 2024, the Borrower shall furnish the Lenders with an updated aging accounts receivable schedule, inventory detail and any intercompany transactions on a monthly basis which shall be prepared in a Borrowing Base format that assumes other input remains constant from the prior Monthly Borrowing Base Certificate will be delivered in connection (each an “Interim Monthly Borrowing Base Roll-Forward”) on or before the 7th day (whether or not a Business Day) of each month, commencing with any Notice the April 7, 2024 for the month ending March 31, 2024 (and each calendar month thereafter) (whether or not a Business Day) of the immediately preceding month, ▇▇▇▇ completed and executed by a Authorized Officer, (first such Interim Monthly Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need Base Roll-Forward to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate provided under this Section 3.02(c) shall be made by issued for the Lead Borrower calendar month ending March 31, 2024 and certified by delivered on or prior to April 7, 2024 (whether or not a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesBusiness Day)).

Borrowing Base Certificates. (i) By On or before the 20th last day of each month (or if such from and after the date is not a Business Dayhereof, the following Business Day), the Lead Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same Collateral Agent, in form acceptable to the Lenders) Collateral Agent, a Borrowing Base Certificate prepared as of the close last day of business the immediately preceding month, with such supporting materials as Collateral Agent shall reasonably request. If Collateral Agent shall request at any time (i) an Event of Default has occurred and is continuing or (ii) following an Excess Availability Triggering Event and continuing until the Cure Date or following the occurrence of a Default or Event of Default and so long as it is continuing, the Borrowers shall execute and deliver to Collateral Agent Borrowing Base Certificates on or before the last third (3rd) Business Day of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous each week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed provided that any referenced amounts with respect to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall unbilled Accounts will continue to be reported on such more frequent basis for at least three (3) months following any such election); and updated monthly. (ii) upon any sale or other disposition Together with each delivery of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated a Borrowing Base Certificate, prepared after giving effect the Borrower Representative shall deliver to such sale or Collateral Agent, in the form reasonably acceptable to Collateral Agent, a detailed accounts receivable and accounts payable aging of the Borrowers' accounts aged by invoice date, account roll- forward with supporting details supplied from sales journals, collection journals, credit registers and any other disposition records, unbilled accrued receivables report, unapplied deposits report, unbilled accrued payables reports, deferred revenue report, detailed list of Eligible Accounts and Eligible Unbilled Accounts, access to review new major contracts (it being understood; providedMSAs and scope of work arrangements), further, that (i) Inventory amounts shown in sales tax accruals and a reconciliation to Borrower's general ledger and the Borrowing Base Certificates Certificate delivered on a weekly basis will be based on by the Inventory amount (a) set forth in the Borrower as of such date and to such Borrower's most recent weekly report, where possible, financial statements and (b) for the most recently ended month for which such all with supporting information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate materials as Collateral Agent shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesreasonably request.

Borrowing Base Certificates. (i) By the 20th day of each fiscal month (or if such date is not a Business Day, of the following Business Day)Lead Borrower, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous fiscal month of the Lead Borrower (provided that, during a Liquidity Periodany period in which Availability shall have been less than the greater of (i) 12.5% of the Line Cap and (ii) $12,500,000, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a the third Business Day, the following Business Day) Day of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that the foregoing delivery requirement shall revert to a fiscal monthly delivery requirement in the event that Availability shall be equal to or greater than the greater of (i) 12.5% of the Line Cap and (ii) $12,500,000 for a period of no less than 30 consecutive days) (in addition, the Lead Borrower may, at its election, deliver to the Agent (and the Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate more frequently (prepared as of the close of business on the date specified therein) provided (x) that such election shall be permitted only once during any consecutive sixty (60) day period, (y) that the Lead Borrower shall be required to deliver a Borrowing Base Certificate to the Agent at the same frequency and regularity at all times during such consecutive sixty (60) day period, and (z) that in addition to the Borrowing Base Certificates delivered pursuant to the preceding clause (y), the Lead Borrower shall continue to deliver Borrowing Base Certificates on a fiscal monthly or weekly basis as required by this Section 9.16(a)); it being understood that (i) Inventory amounts shown in the any Borrowing Base Certificates delivered on a weekly (or more frequent) basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such any Borrowing Base Certificate delivered on a weekly (or more frequent) basis will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Borrowing Base Reserves.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead The Borrower shall deliver Representative will furnish to the Administrative Agent a certificate for each Borrower in substantially the form of Exhibit I (each a ”Borrowing Base Certificate”), each certified as true and correct in all material respects on behalf of the Administrative Agent shall promptly deliver same Borrower Representative by a Financial Officer of the Borrower Representative and containing necessary supporting calculations, as follows: (A) no later than (x) with respect to the Lenders) a Borrowing Base Certificate prepared for CGI Borrower, the fifteenth (15th) Business Day following the end of each fiscal month (or on the third (3rd) Business Day of each week if the Borrower Representative shall so elect in its sole discretion, subject to the proviso at the end of this clause (i)(A)) or (y) with respect to the Borrowing Base Certificate for Swiss Borrower, the fifteenth (15th) Swiss Business Day following the end of each fiscal month (or on the third (3rd) Swiss Business Day of each week if the Borrower Representative shall so elect in its sole discretion, subject to the proviso at the end of this clause (i)(A)), in each case, showing each Borrowing Base as of the close of business on the last Business Day day of the previous immediately preceding fiscal month (provided that, during or in the case of a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent voluntary weekly delivery of Borrowing Base Certificates by Wednesday (or if such date is not a Business Dayat the election of the Borrower Representative, the following Business Day) of every week prepared showing each Borrowing Base as of the close of business on Friday of the previous weekimmediately preceding Friday); provided, which weekly that if the Borrower Representative elects to furnish the Administrative Agent with Borrowing Base Certificates on a weekly basis, then the Borrower Representative shall continue to furnish Borrowing Base Certificates on such weekly basis until at least the date that is 60 days from the date of such election; (B) solely during an Accelerated Borrowing Base Delivery Period, more frequently (but not more frequently than weekly) as shall be in standard form unless otherwise reasonably agreed to determined by the Administrative Agent), or more frequently Agent in its Permitted Discretion (if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates are required to be delivered on a weekly basis will be based on the Inventory amount pursuant to this clause (a) set forth in the most recent weekly reporti)(B), where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificates (which shall include information relating to the Inventory only to the extent then available) shall be delivered (x) with respect to the Borrowing Base Certificate will be based for CGI Borrower, on the amount third (3rd) Business Day of each week or (y) with respect to the Borrowing Base Certificate for Swiss Borrower, on the third (3rd) Swiss Business Day of each week, in each case showing each Borrowing Base as of the gross Accounts set forth close of business on the immediately preceding Friday); and (C) upon any Asset Sale of ABL Priority Collateral included in the most recent weekly reportBorrowing Base, less if the amount Net Cash Proceeds thereof are in excess of ineligible Accounts reported for $2,000,000, the most recently ended month). In addition, Borrower Representative shall also furnish an updated Borrowing Base Certificate will be delivered in connection with any Notice to the Administrative Agent giving Pro Forma Effect to such Asset Sale promptly upon the receipt of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability ConditionsNet Cash Proceeds. All calculations of Global Excess Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified by a Responsible Officer, Financial Officer of the Borrower Representative in accordance with this Section 10.1(i); provided that the Administrative Agent may from time to time review and and, in all respects in accordance with Section 2.19 (including with notice to the Borrower Representative as required thereunder), adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Borrowing Base Reserves, in each case, as determined by the Administrative Agent in its Permitted Discretion. The Borrower Representative will furnish to the Administrative Agent at the time of delivery of each Borrowing Base Certificate such additional information as the Administrative Agent may reasonably request in advance of such delivery, including, with respect to customer deposits, agings, freight/duty payables, gift card balances, a schedule of rent expenses organized by location, the amount of any unpaid Taxes, the amount of any overdue rent, overdue amounts owed to any warehousemen or bailee, any overdue amount owed to any third party manufacturer, a schedule of inventory organized by location and with respect to any disputes regarding Intellectual Property that would reasonably be expected to have a material impact on the realizable value of any Eligible Inventory. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 10.1 may be satisfied with respect to financial information of Holdings, CGI Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent company of CGI Borrower or (B) the Form 10-K or 10-Q (or any equivalent form under applicable Canadian Securities Laws), as applicable, of CGI Borrower or any direct or indirect parent of CGI Borrower, as applicable, filed with the SEC or Canadian Securities Administrator (or the Ontario Securities Commission, British Columbia Securities Commission or other securities commission in Canada or any province or territory thereof); provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of CGI Borrower, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to CGI Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.

Borrowing Base Certificates. (i) By Each of the 20th day Company and each Eligible Subsidiary Guarantor shall keep accurate and complete records of each month its Accounts and (or if such date is i) on the Closing Date and thereafter as frequently as the Agent shall require, but not a Business Dayless frequently than on March 20, 2000, the following Business Day), the Lead Borrower Company shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared covering all the Company's and the Eligible Subsidiary Guarantors' Accounts as of January 31, 2000, in the close case of business the Borrowing Base Certificate delivered on the last Business Day Closing Date, and as of February 29, 2000, in the case of the previous month (provided thatBorrowing Base Certificate to be delivered on March 20, during 2000; PROVIDED, that unless a Liquidity PeriodDefault or an Event of Default shall have occurred and be continuing, the Lead Borrower amount of ineligible Accounts shall deliver be deemed to be: $21,097,000 for purposes of calculating the Borrowing Base under the Borrowing Base Certificate delivered on the Closing Date; $30,079,000 for purposes of calculating the Borrowing Base under the Borrowing Base Certificate delivered on March 20, 2000; and the amount determined pursuant to CLAUSE (ii) below for purposes of calculating the Borrowing Base under each Borrowing Base Certificate delivered pursuant to CLAUSE (ii) below. The Company shall make available to the Administrative Agent weekly for its inspection, upon demand, the original copy of all documents (and will deliver any such original copy to the Agent if required by the Agent to enforce its rights and remedies hereunder), including, without limitation, invoices, Accounts agings, repayment histories, present status reports and shipment reports, relating to the Accounts included in any Borrowing Base Certificate and such other matters and information relating to the status of then existing Accounts as the Agent shall reasonably request. (ii) Notwithstanding the terms of CLAUSE (i) above, the Company shall submit one or more new Borrowing Base Certificates by Wednesday on or prior to March 8, 2000, to the extent that any Conditional Subsidiary Guarantors have become Eligible Subsidiary Guarantors prior to such date, in order to cover the Accounts of such Eligible Subsidiary Guarantors (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in modified from the Borrowing Base Certificates Certificate delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, Closing Date to cover Accounts of those additional Eligible Subsidiary Guarantors and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less increase the amount of ineligible Accounts reported for by the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection amount of ineligible Accounts set forth with any Notice of Borrowing delivered following the transfer of any assets pursuant respect to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included additional Eligible Subsidiary Guarantors in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations field report of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated January 27, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves2000).

Borrowing Base Certificates. (a) Provide the Administrative Agent with the following documents in form and substance reasonably satisfactory to the Administrative Agent for prompt further distribution to each Lender: (i) By within fifteen (15) Business Days after the 20th end of such Fiscal Quarter, a Borrowing Base Certificate setting forth the calculation of the Revolving Borrowing Base and the FILO Borrowing Base and of Excess Availability as of the last day of the immediately preceding Fiscal Quarter; provided that (A) (1) at any time after the occurrence and during the continuance of a Monthly Borrowing Base Reporting Period and (2B) after the end of the Fiscal Months ending or about October 31, November 30 and December 31 of each month Fiscal Year, a Borrowing Base Certificate setting forth the calculation of the Revolving Borrowing Base and the FILO Borrowing Base and of Excess Availability as of the last day of the immediately preceding Fiscal Month shall be delivered within fifteen (15) Business Days after the end of such Fiscal Month and, in the event that the Borrowers are required to deliver a Borrowing Base Certificate as a result of the occurrence of a Monthly Borrowing Base Reporting Period, the Lead Administrative BorrowerBorrowers shall be required to deliver a Borrowing Base Certificate pursuant to this clause (A)(1)on a monthly basis for at least two (2) consecutive Fiscal Months, whether or not the relevant Monthly Borrowing Base Reporting Period has terminated; provided, further that, at any time after the occurrence and during the continuance of a Weekly Borrowing Base Reporting Period, a Borrowing Base Certificate setting forth the calculation of the Revolving Borrowing Base and the FILO Borrowing Base and of Excess Availability as of the close of business on Saturday of the immediately preceding calendar week shall be delivered on Wednesday of each week (or, if such date Wednesday is not a Business Day, on the following next succeeding Business Day); and (ii) at any time when Borrowing Base Certificates are required to be delivered pursuant to Section 7.4(a)(i) above on a quarterly or monthly basis, the Lead Administrative Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Lead Administrative Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Monthly Borrowing Base Reporting Period (when delivery is otherwise required to be made pursuant to Section 7.4(a)(i) on a quarterly basis) or a Weekly Borrowing Base Reporting Period (when delivery is otherwise required to be made pursuant to the first proviso in Section 7.4(a)(i) on a monthly basis), provided that, in each such case, the Lead Administrative Borrower shall continue to deliver Borrowing Base Certificates on a monthly or weekly basis, as applicable, in accordance with such election until January 15th of the next succeeding calendar year, and a Monthly Borrowing Base Reporting Period or Weekly Borrowing Base Reporting Period shall be deemed to exist, as applicable, for all purposes of this Section 7.4(a). (b) In the event that any Loan Party or any Restricted Subsidiary shall (A) engage in a transaction or a series of related transactions pursuant to any Specified Asset Disposition/Investment Provision (or combination thereof) or (B) any Loan Party is deemed to be an Excluded Subsidiary, as applicable, and in any case, which result in (i) the Disposition (including pursuant to the sale of Equity Interests in a Restricted Subsidiary, or a merger, liquidation, amalgamation, division, contribution of assets, Equity Interests or Indebtedness or otherwise) or other transfer of assets included in the determination of the Revolving Borrowing Base or the FILO Borrowing Base, or (ii) the exclusion and/or removal of assets which were included in the determination of the Revolving Borrowing Base or the FILO Borrowing Base (including, as a result of the application of the eligibility criteria set forth in the definition of “Eligible Credit Card Receivables” and “Eligible Inventory”, in each case, as determined by reference to the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant to Section 7.4(a) and in an aggregate amount for any single or series of related transactions (or other applicable events) in excess of $15,000,000, then prior to or concurrently with the consummation of any such transaction or series of related transactions (or other applicable events), the Lead Administrative Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same for prompt further distribution to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In additioneach Lender, an updated Borrowing Base Certificate will be reflecting such transactions or series of related transactions (or other applicable events) on a Pro Forma Basis as of the date of the most recently delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations Certificate, and demonstrating that no Overadvance shall result from such transaction or series of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement related transactions (or does not accurately reflect the Reservesother applicable events).

Borrowing Base Certificates. Borrowers shall deliver to Administrative Agent (iand Administrative Agent shall, on request from a Lender, promptly deliver to such Lender) By a Borrowing Base Certificate: (a) on the 20th Restatement Effective Date; (b) if there are no Revolver Loans outstanding and the LC Obligations that have not been Cash Collateralized do not exceed $2,000,000, on the 25th day of the month following the end of each Fiscal Quarter, prepared as of the last day of such Fiscal Quarter, or if there are Revolver Loans outstanding or LC Obligations that have not been Cash Collateralized exceed $2,000,000, on the Business Day that the initial Revolver Loan is requested, or deemed requested by Borrower or the LC Obligations that are not Cash Collateralized initially exceed $2,000,000, and on the 25th day of each month (or if such date is not a Business Daythereafter, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous month month; (provided thatc) if there are Revolver Loans outstanding or the LC Obligations that have not been Cash Collateralized exceed $2,000,000, during on any Business Day on which Borrowers shall dispose of any Eligible Accounts having a Liquidity Period, the Lead Borrower shall deliver face amount in excess of $250,000 to the extent permitted pursuant to clause (ii)(k) of the definition of Permitted Asset Disposition; (d) during the continuance of an Event of Default, at such other times as Administrative Agent weekly may request, provided that Borrowers may deliver Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditionstheir option. All calculations of Global Availability in connection with any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified by a Responsible Officeran authorized officer to Administrative Agent, provided that the Administrative Agent may from time shall have the right to time review and adjust adjust, in the exercise of its Credit Judgment, any such calculation in consultation with the Lead Borrower to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesamount of the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate most recently received by Administrative Agent, as the calculation in such Borrowing Base Certificate may be adjusted from time to time by Administrative Agent as herein authorized.

Borrowing Base Certificates. (i) By the 20th 15th day of each month (or if such date is not a Business Daymonth, the following Business Day), the Lead Borrower Agent shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) Lender a Borrowing Base Certificate prepared as of the close of business of the previous month; provided that, in addition to such monthly Borrowing Base Certificate, (a) during any ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Period, Borrower Agent shall also deliver to Lender a Borrowing Base Certificate on a semi-monthly basis, and in no event no later than the (i) 15th day of each calendar month, prepared as of the close of business of the previous calendar month and (ii) by the last Business Day of the previous month (provided thateach calendar month, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday the last day of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition second full week of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possibleeach calendar month, and (b) for the most recently ended month for which such information is available with regard during any ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Period, Borrower Agent shall also deliver to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Lender a Borrowing Base Certificate will be based on a weekly basis, and in no event no later than the amount 5th day of each week, prepared as of the gross Accounts set forth in close of the most recent weekly reportlast day of the preceding week; provided, less the amount however, that during any period when an Event of ineligible Accounts reported for the most recently ended month). In additionDefault exists, an updated Borrower Agent shall deliver a Borrowing Base Certificate will as frequently as shall be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditionsrequested by Lender. All calculations of Global the LC Obligations and Excess Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower and certified by a Responsible Senior Officer, provided that the Administrative Agent that, Lender may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead The Borrower shall deliver Representative will furnish to the Administrative Agent a certificate for each Borrower in substantially the form of Exhibit I (each a “Borrowing Base Certificate”), each certified as true and correct in all material respects on behalf of the Administrative Agent shall promptly deliver same Borrower Representative by a Financial Officer of the Borrower Representative and containing necessary supporting calculations, as follows: (A) no later than (x) with respect to the Lenders) a Borrowing Base Certificate prepared for CGI Borrower, the fifteenth (15th) Business Day following the end of each fiscal month (or on the third (3rd) Business Day of each week if the Borrower Representative shall so elect in its sole discretion, subject to the proviso at the end of this clause (i)(A)) or (y) with respect to the Borrowing Base Certificate for Swiss Borrower, the fifteenth (15th) Swiss Business Day following the end of each fiscal month (or on the third (3rd) Swiss Business Day of each week if the Borrower Representative shall so elect in its sole discretion, subject to the proviso at the end of this clause (i)(A)), in each case, showing the Borrowing Base and, commencing with the Sixth Closing Date and until and excluding the FILO Credit Termination Date, the FILO Borrowing Base, as applicable, as of the close of business on the last Business Day day of the previous immediately preceding fiscal month (provided that, during or in the case of a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent voluntary weekly delivery of Borrowing Base Certificates by Wednesday (or if such date is not a Business Dayat the election of the Borrower Representative, the following Business Day) of every week prepared showing each Borrowing Base as of the close of business on Friday of the previous weekimmediately preceding Friday); provided, which weekly that if the Borrower Representative elects to furnish the Administrative Agent with Borrowing Base Certificates on a weekly basis, then the Borrower Representative shall continue to furnish Borrowing Base Certificates on such weekly basis until at least the date that is 60 days from the date of such election; (B) solely during an Accelerated Borrowing Base Delivery Period, more frequently (but not more frequently than weekly) as shall be in standard form unless otherwise reasonably agreed to determined by the Administrative Agent), or more frequently Agent in its Permitted Discretion (if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates are required to be delivered on a weekly basis will be based on the Inventory amount pursuant to this clause (a) set forth in the most recent weekly reporti)(B), where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificates (which shall include information relating to the Inventory only to the extent then available) shall be delivered (x) with respect to the Borrowing Base Certificate will be based for CGI Borrower, on the amount third (3rd) Business Day of each week or (y) with respect to the Borrowing Base Certificate for Swiss Borrower, on the third (3rd) Swiss Business Day of each week, in each case showing each Borrowing Base as of the gross Accounts set forth close of business on the immediately preceding Friday); and (C) upon any Asset Sale of ABL Priority Collateral included in the most recent weekly reportBorrowing Base and, less prior to the amount FILO Credit Termination Date, the FILO Borrowing Base, if the Net Cash Proceeds thereof are in excess of ineligible Accounts reported for $2,000,000, the most recently ended month). In addition, Borrower Representative shall also furnish an updated Borrowing Base Certificate will be delivered in connection with any Notice to the Administrative Agent giving Pro Forma Effect to such Asset Sale promptly upon the receipt of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability ConditionsNet Cash Proceeds. All calculations of Global Excess Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified by a Responsible Officer, Financial Officer of the Borrower Representative in accordance with this Section 10.1(i); provided that the Administrative Agent may from time to time review and and, in all respects in accordance with Section 2.19 (including with notice to the Borrower Representative as required thereunder), adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Borrowing Base Reserves, in each case, as determined by the Administrative Agent in its Permitted Discretion. The Borrower Representative will furnish to the Administrative Agent at the time of delivery of each Borrowing Base Certificate such additional information as the Administrative Agent may reasonably request in advance of such delivery, including, with respect to customer deposits, agings, freight/duty payables, gift card balances, a schedule of rent expenses organized by location, the amount of any unpaid Taxes, the amount of any overdue rent, overdue amounts owed to any warehousemen or bailee, any overdue amount owed to any third party manufacturer, a schedule of inventory organized by location and with respect to any disputes regarding Intellectual Property that would reasonably be expected to have a material impact on the realizable value of any Eligible Inventory. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 10.1 may be satisfied with respect to financial information of Holdings, CGI Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent company of CGI Borrower or (B) the Form 10-K or 10-Q (or any equivalent form under applicable Canadian Securities Laws), as applicable, of CGI Borrower or any direct or indirect parent of CGI Borrower, as applicable, filed with the SEC or Canadian Securities Administrator (or the Ontario Securities Commission, British Columbia Securities Commission or other securities commission in Canada or any province or territory thereof); provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of CGI Borrower, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to CGI Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.

Borrowing Base Certificates. Borrower shall deliver to Agent, in form and substance reasonably acceptable to Agent and within seven (i7) By Business Days after each certificate date, a Borrowing Base Certificate as of the 20th 15th day and the last day of each month, with such supporting materials as Agent shall reasonably request, provided, however, that at any time that Excess Availability is less than $10,000,000, a Borrowing Base Certificate as of the last day of each week and the last day of each month shall be delivered to Agent within (or if x) five (5) Business Days after the end of each such date is not a week and (y) seven (7) Business Day, Days after the following Business Day), the Lead Borrower shall deliver to the Administrative Agent end of each such month.” (and the Administrative Agent shall promptly deliver same to the Lenderse) a Borrowing Base Certificate prepared as Section 8.2.18 of the close Loan Agreement is amended by amending and restating the first sentence thereof in its entirety as follows: “Become, or permit any of business on the last Business Day its Subsidiaries to become, a lessee under any operating lease (other than a lease under which Borrower or any of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date its Subsidiaries is not a Business Day, the following Business Daylessor) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent)(x) any real Property, or more frequently if elected by (y) any personal Property where the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value initial lease term is in excess of 10% one year, if the aggregate Rentals payable during any current or future period of twelve (12) consecutive months under the lease in question and all other such leases under which Borrower or any of its Subsidiaries is then lessee would exceed $1,500,000.” (f) The definition of Borrowing Base contained in Appendix A of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information Loan Agreement is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) amended by deleting the amount “$200,000” contained in clause (ii)(b) thereof and inserting in place thereof the amount “$6,000,000”. (g) The definition of Eligible Accounts shown Account contained in such Borrowing Base Certificate will be based on Appendix A of the Loan Agreement is amended by deleting the amount “$1,000,000” contained in clause (vii) thereof and inserting in place thereof the amount “$2,000,000”. (h) The definition of Eligible Inventory contained in Appendix A of the gross Accounts set forth Loan Agreement is amended by amending and restating clause (ix) thereof in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.its entirety as follows:

Borrowing Base Certificates. (i) By The US Borrower and the 20th day of each month Canadian Borrower, respectively (or if such date is not a Business Day, the following Business Day), the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with the month ending June 30, 2018 (provided that if an inventory appraisal and field examination reasonably satisfactory to the Administrative Agent has not been delivered to the Administrative Agent and the Lead Borrower has not been provided a reasonable time to review, and discuss the results thereof with the Administrative Agent, by June 15, 2018, the Borrowing Base Certificate for the month ending June 30, 2018 shall be in a form consistent with the Borrowing Base Certificate delivered on the Closing Date), no later than (x) the 30th day after the last day of each of the first four months for which a Borrowing Base Certificate is delivered following the Closing Date pursuant to this Section 5.01(l) and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within 4 Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Administrative Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $7,500,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $7,500,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificate will be delivered in connection with any Notice Certificates and Supporting Information at the time of Borrowing delivered following or prior to the transfer consummation of any assets pursuant such Disposition, and (iv) the Borrowers may elect to Section 10.02(xxii)(A) between deliver the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base Certificates and Supporting Information more frequently than the time period specified in order to meet the Availability Conditions. All calculations of Global Availability Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be made by required to continue to deliver the Lead Borrower Borrowing Base Certificate and certified by a Responsible Officer, provided that Supporting Information on such basis for at least 60 days following the Administrative Agent may from time to time review and adjust any date of the first such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesdelivery.

Borrowing Base Certificates. On the Closing Date, (i) By unless clause (ii) below applies, on or before the 20th twentieth (20th) day of each month thereafter, (ii) during any period in which a Weekly Borrowing Base Period is in effect, on or before Wednesday of each week, (iii) at the time of the consummation of any Asset Sale involving Eligible Receivables and/or Eligible Inventory and (iv) within five (5) Business Days after any casualty event or condemnation (or if such date is not a Business Day, the following Business Day)similar) event involving Eligible Inventory with an aggregate value of $1,000,000 or more, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate setting forth each Borrowing Base (in each case with supporting calculations in reasonable detail), which shall be prepared (A) as of March 31, 2013 in the close case of business on the initial Borrowing Base Certificate and (B) as of the last Business Day of the previous preceding month (provided that, during a Liquidity Period, in the Lead Borrower shall deliver to the Administrative Agent weekly case of each subsequent Borrowing Base Certificates by Wednesday Certificate (or or, if any such date Borrowing Base Certificate is not a Business Daydelivered more frequently than monthly, the following Business Day) of every week prepared as of the close of business on Friday last Business Day of the previous week, which weekly week preceding such delivery); provided that any Borrowing Base Certificates Certificate delivered pursuant to preceding clauses (iii) and (iv) shall be in standard form unless otherwise prepared on a pro forma basis to exclude any Eligible Receivables or Eligible Inventory the subject of any such event. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably agreed requested from time to time by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Excess Availability and Global Undrawn Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, an Authorized Officer of the Lead Borrower; provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately Agreement. By the twentieth (20th) day after the end of each Fiscal Quarter, the Lead Borrower shall deliver (i) to the Administrative Agent an officer’s certificate setting forth a calculation of the Quarterly Average Undrawn Availability for the calendar quarter most recently ended and the corresponding Applicable Margins and Unused Line Fee Rate, and (ii) updates, if any, to Collateral Questionnaire to reflect all locations of Inventory at the Reservesend of the Fiscal Quarter then ended.

Borrowing Base Certificates. (ia) By Commencing on and after October 15, 2009, within three (3) Business Days after the 20th day end of each month (or if such fiscal week following the date is not on which a Business Day20% Triggering Event has occurred, then prior to 2:00 p.m. the following Business Day), the Lead Administrative Borrower shall deliver to the Administrative Agent Agent, (and the Administrative Agent shall promptly deliver same to the LendersA) a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous month immediately preceding fiscal week, which shall be in such form as shall be satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Accounts, (B) an Inventory status report (C) a categorical breakdown of all Inventory and Accounts, (D) an aging of all Accounts as of such date and (E) account statements with respect to each Collateral Related Account, in each case in form and substance satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided that, thereafter, if Excess Availability on each day during any period of forty-five (45) consecutive calendar days is greater than the lesser of (A) $30,000,000 or (B) twenty percent (20%) of the Aggregate Revolving Commitments, Borrowing Base Certificates shall no longer be required to be delivered on a Liquidity Periodweekly basis until the occurrence of the next 20% Triggering Event. (b) Within (i) fifteen (15) days after the end of each fiscal month, the Lead Administrative Borrower shall deliver to the Administrative Agent weekly Agent, (A) a Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared Certificate as of the close of business on Friday last day of the previous weekprior fiscal month, which weekly Borrowing Base Certificates shall be in standard such form unless otherwise reasonably agreed as shall be satisfactory to by the Administrative Agent), or more frequently if elected by the Lead Borrowerincluding (without limitation) a roll-forward of all origination and collection activity for Accounts, provided the Aggregate Borrowing Base shall continue to be reported on (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Accounts, (D) an aging of all Accounts as of such more frequent basis for at least three (3) months following any such election); date and (iiE) upon any sale or account statements with respect to each Collateral Related Account, in each case in form and substance satisfactory to the Administrative Agent, together with such other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, reports and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that supporting documentation as the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent reasonably request regarding the calculation is not made in accordance with this Agreement of the Borrowing Base; provided, however, so long as there are no outstanding Loans or does not accurately reflect Letters of Credit as of such date of determination, the ReservesBorrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower The Borrowers shall deliver to the Administrative Agent Agent: (and a) if no Low Availability Period is in effect, then (i) on or before the Administrative Agent shall promptly deliver same to the Lenders) 15th day of each month, a Borrowing Base Certificate prepared as of the close of business on the last Business Day end of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlymonth, and (ii) such additional Borrowing Base Certificates as and when requested by the amount Agent in writing from time to time in the Agent’s credit judgment, reasonably exercised, or (b) if a Low Availability Period is in effect, then (i) on each Tuesday of Eligible Accounts shown in each week for the period ending Friday of the immediately prior week, a Borrowing Base Certificate as of the end of such prior week, and (ii) if the last calendar day of any month is more than three calendar days prior to a Friday, then on or before the 5th Business Day after the end of such month, an additional Borrowing Base Certificate as of the last day of such month. Together with each such Borrowing Base Certificate will be based on Certificate, the amount Borrowers shall deliver: (1) a schedule of the gross Borrowers’ Accounts set created, credits given, cash collected, and other adjustments to Accounts since the last such schedule; (2) an aging of the Borrower’s Accounts, together with a reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger; (3) an aging of the Borrowers’ accounts payable; (4) a detailed calculation and description of Eligible Petroleum Inventory, the DOE Contract Value, Eligible Cash, Eligible Investments, Eligible In-Transit Petroleum Inventory, First Purchaser Liens, and Paid but Unexpired Letters of Credit; (5) a schedule in reasonable detail setting forth the additions and reductions in the most recent weekly report, less Borrowers’ accounts receivable since delivery of the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated previous Borrowing Base Certificate will be delivered with a reconciliation to the corresponding accounts receivable aging; and (6) Inventory reports by category, together with reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger. Upon request of the Agent, the Borrowers shall deliver: (A) inventory reports by location; (B) copies of invoices in connection with any Notice the Borrowers’ Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Borrowers’ Accounts and for Inventory and Equipment acquired by the Borrowers, purchase orders, and invoices; (C) a statement of Borrowing delivered following the transfer balance of any assets pursuant each intercompany Account, if any; (D) such other reports as to Section 10.02(xxii)(Athe Collateral as the Agent shall reasonably request from time to time; and (E) between with the Credit Parties if delivery of each of the foregoing, a certificate of the Borrower Agent executed by a Financial Officer thereof certifying as to the accuracy and completeness of the foregoing. If the Borrowers’ records or reports of the Collateral are prepared by an accounting service or other agent, the Borrowers hereby authorize such transferred assets would need service or agent to be included in deliver such records, reports, and related documents to the applicable Borrowing Base in order Agent, for distribution to meet the Availability ConditionsLenders. All calculations of Global Availability in any Borrowing Base Certificate (or Interim Borrowing Base Certificate) shall originally be made by the Lead Borrower Agent and certified by a Responsible Financial Officer, ; provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.that:

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower The Borrowers shall deliver to the Administrative Agent and each Co-Collateral Agent (and the Administrative Agent shall promptly deliver same to the Lenders) (i) at all times prior to the commencement of a Trigger Event Period, not later than the twelfth (12th) Business Day after the immediately preceding fiscal month end, and at such other times as Agent may reasonably request, a Borrowing Base Certificate prepared as of the close of business on of the previous month or such other date so requested by the Agent and (ii) at all times (x) after the occurrence and during the continuation of an Event of Default or (y) after the occurrence and during the continuation of an Excess Availability Trigger Period, not later than the last Business Day of the previous month (provided thateach week, during and at such other times as Agent or any Co-Collateral Agent may request, a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week Certificate prepared as of the close of business on Friday of the previous weekweek or such other date so requested by Agent or a Co-Collateral Agent, which with such weekly Borrowing Base Certificates shall be (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in standard form unless otherwise reasonably agreed to by a manner consistent with the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% past practices of the then existing Borrowing BaseObligors and reasonably approved by Agent. The Borrower may elect, an updated Borrowing Base Certificatepursuant to a written irrevocable notice to the Agent, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the deliver Borrowing Base Certificates delivered on a weekly basis will be based on during the Inventory amount (a) set forth in fiscal months of October through January 15th of such Fiscal Year, provided that notice of such election is received by the most recent weekly report, where possible, and (b) for Agent no later than the most recently ended month for which 15th of September of such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability ConditionsFiscal Year. All calculations of Global Tranche A Excess Availability, Tranche A-1 Excess Availability and Excess Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Agent and certified by a Responsible OfficerSenior Officer of the Borrower Agent (with such certification to be in such Person’s capacity as a Senior Officer of the Borrower Agent and not in such Person’s individual capacity), provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Accounts or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Loan Agreement or does not accurately reflect the ReservesAvailability Reserve.

Borrowing Base Certificates. (i) By the 20th 15th day of each month (or if such date is not a Business Daymonth, the following Business Day), the Lead Borrower Borrowers and DashAmerica shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may request; provided that (i) during the continuance of any Trigger Period, or (ii) at the option of Borrowers, Borrowers and DashAmerica shall deliver the required Borrowing Base Certificates on a weekly basis no later than the last fourth Business Day of the previous month (provided thateach week, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which ; provided further that in the event that Borrowers exercise their option to deliver weekly Borrowing Base Certificates shall be set forth in standard form unless otherwise reasonably agreed to by the Administrative Agent)clause (ii) above, or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base Borrowers and DashAmerica shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the deliver weekly Borrowing Base Certificates delivered on thereafter for a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, period not shorter than 6 weeks and (b) for the most recently ended month for which such information is available shall provide Agent with regard two weeks’ prior written notice thereafter if Borrowers desire to locations where it is impracticable return to report Inventory more frequently, and (ii) the amount monthly delivery of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets Certificates (if such reporting is otherwise permitted pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditionsterms of this Section). All calculations of Global Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and DashAmerica and certified by a Responsible Senior Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution (without duplication of dilution reserves), quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. Notwithstanding the foregoing, Agent will not use a single basis for adjustment to both establish new Availability Reserves and to reduce advance rates.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business DayThe Lead Borrower, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a the North American Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous fiscal month of the Lead Borrower commencing with the fiscal month of the Lead Borrower ending on or around May 31, 2021, no later than the twentieth (20th) day after the end of such fiscal month of the Lead Borrower; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the Lead Borrower shall deliver to the Administrative Agent weekly a North American Borrowing Base Certificates Certificate and Supporting Information more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within four (4) Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly North American Borrowing Base Certificates Certificate and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the North American Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended fiscal month of the Lead Borrower for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Administrative Agent agrees otherwise), and (iib) the amount of North American Eligible Accounts shown in such North American Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthfiscal month of the Lead Borrower) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any North American Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the North American Borrowing Base Certificate will and Supporting Information giving pro forma effect to such Specified Transaction, which shall be delivered effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definition of “North American Borrowing Base”, (iii) in the event (w) any North American Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a North American Loan Party) that results in the Disposition of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $20,000,000 (for such purposes, Dispositions of Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of any specific Account Debtor in connection with a Permitted Receivables Facility upon initially entering into such Permitted Receivables Facility (or supplementing such Permitted Receivables Facility to include the Accounts (or any Notice other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of a specific Account Debtor) shall be subject to this clause (iii)(w), but Dispositions of Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral, as applicable) of such Account Debtor thereafter under such Permitted Receivables Facility shall not be subject to this clause (iii)(w)), (x) upon termination of any Permitted Receivables Facility (or portion thereof) with respect to the Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of any specific Account Debtor that results in the Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral, as applicable) of such Account Debtor no longer being excluded or ineligible as North American Eligible Accounts, (y) any North American Loan Party consummates an Investment to any Person (other than a North American Loan Party) that results in the Investment of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (z) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver an updated North American Borrowing delivered Base Certificate and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Lead Borrower may elect to deliver the North American Borrowing Base Certificate and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Lead Borrower elect to deliver the North American Borrowing Base Certificate and Supporting Information on a weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate on a weekly basis for at least forty-five (45) days following the transfer date of any assets pursuant the first such weekly delivery, and (y) if the Lead Borrower elect to Section 10.02(xxii)(A) between deliver the Credit Parties if such transferred assets would need to be included in the applicable North American Borrowing Base in order Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to meet continue to deliver the Availability ConditionsNorth American Borrowing Base Certificate and Supporting Information on such basis for at least sixty (60) days following the date of the first such delivery. All calculations For the avoidance of Global Availability in any doubt, following the establishment of Additional European Incremental Revolving Facility, the delivery of the European Borrowing Base Certificate shall be made governed by the Lead Borrower and certified by a Responsible Officer, provided that terms of the Administrative Agent may from time applicable Incremental Revolving Facility Amendment (including any amendments to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesin connection therewith and as contemplated by Section 2.22).

Borrowing Base Certificates. By (i) By the 20th fifteenth (15th) day of each month calendar month, or (ii) during an Accelerated Reporting Trigger Event or if such date is not a the continuance of an Event of Default, on the third (3rd) Business DayDay of each week, the following Business Day)Administrative Borrower, the Lead Borrower on behalf of Borrowers, shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared (x) as of the close of business on the last Business Day of the previous calendar month in the case of clause (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday i) above and (or if such date is not a Business Day, the following Business Dayy) of every week prepared as of the close of business on the preceding Friday in the case of the previous weekclause (ii) above; provided, which that Administrative Borrower shall be entitled to give notice to Agent (no more frequently than once per Fiscal Quarter) of its intent to submit weekly Borrowing Base Certificates, and, upon giving such notice, shall submit weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and manner set forth in clause (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of above through the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in full month following the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for during which such information notice is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) delivered; provided further that the amount of Eligible Accounts shown in such first weekly Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will may be delivered in connection with any Notice sooner than the third (3rd) Business Day of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditionsa week. All calculations of Global Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Administrative Borrower, on behalf of Borrowers, and certified by a Responsible OfficerOfficer of Administrative Borrower; provided, provided that the Administrative Agent may from time to time review (with 2 Business Days prior written notice to Administrative Borrower) and adjust any such calculation in its Permitted Discretion after consultation with the Lead Administrative Borrower solely to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower Agent shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate (a)i) if the aggregate Outstanding Amount of all Revolving Loans equals zero, within 20 days of the end of each fiscal quarter, prepared as of the close of business on as of the last Business Day day of such fiscal quarter, (ii) in the previous month case of any requested Borrowing when the aggregate Outstanding Amount of all Revolving Loans (provided thatincluding the proposed principal amount of such requested Borrowing) is equal to or less than $22,500,000, during a Liquidity Period, quarterly in accordance with the Lead foregoing clause (i) as well as an updated Borrowing Base Certificate with respect to such Borrowing to be delivered by the Borrower shall deliver Agent to the Administrative Agent weekly Borrowing Base Certificates by Wednesday no more than five days after each such requested Borrowing, (iii) if the aggregate Outstanding Amount of all Revolving Loans exceeds (or if such date is not a Business Dayafter giving effect to any requested Borrowing, would exceed) $22,500,000, within 20 days of the following Business Day) end of every week each Fiscal Month, prepared as of the close of business on Friday as of the previous Fiscal Month, (biv) during a Reporting Trigger Period, by 5 p.m. (New York City time) by the third Business Day of each week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to as of the prior week end, and (cv) at any time an Event of Default exists, as frequently as requested by the Administrative Agent); provided that, or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base Borrower Agent shall continue have three Business Days to be reported on such more frequent basis for at least three (3) months following deliver any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such requested Borrowing Base Certificate will be based on the amount of the gross Accounts set forth requested in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthaccordance with clause (v). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Agent and certified by a Responsible Officer, provided that the Administrative Agent Agent, in its Credit Judgment, may from time to time review and adjust any such calculation (ax) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower main Dominion Account or otherwise; (by) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (cz) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesany Reserve.

Borrowing Base Certificates. The Borrower Representative shall provide Administrative Agent with the following documents in a form reasonably satisfactory to Administrative Agent: (i) By No later than 5:00 p.m. on the 20th day of each calendar month (or on the next Business Day if such date the 20th is not a Business Day, ) the following Business Day), the Lead Borrower Representative shall deliver to the Administrative Agent a certificate reflecting the calculation of the Borrowers' Eligible Accounts (the calculation of Eligible Accounts reflecting the then most recent month end balance pursuant to Section 9.6 hereof) and Eligible Inventory (the Administrative Agent shall promptly deliver same calculation of Eligible Inventory reflecting the then most recent month end balance pursuant to the LendersSection 9.9 hereof) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month immediately preceding month, satisfactory to the Administrative Agent and substantially in the form attached hereto as Exhibit H (provided thateach a "Borrowing Base Certificate"). (ii) In addition, during a Liquidity Periodany period in which the Excess Availability of the Borrowers is less than $15,000,000, the Lead Borrower Representative shall deliver to the Administrative Agent weekly an interim Borrowing Base Certificates by Certificate no later than 5:00 p.m. on each Wednesday (or the next Business Day if such date Wednesday is not a Business Day), reflecting all activity (sales, collections, credits, etc.) impacting the following Business Day) of every week prepared as Accounts of the close of business on Friday Borrowers for all Business Days of the previous immediately preceding week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported . The amount derived as being excluded from Eligible Accounts used on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any interim Borrowing Base Certificate shall be made by the Lead Borrower amount that is calculated and certified by a Responsible Officerupdated monthly pursuant to Section 9.5(i) and which is satisfactory to the Administrative Agent. The amount of Eligible Inventory to be included on such interim Borrowing Base Certificate shall calculated and updated monthly pursuant to Section 9.5(i) and which is satisfactory to the Administrative Agent. (iii) During any period in which the Excess Availability of the Borrowers is less than $15,000,000 or after the occurrence and continuance of an Event of Default, provided that the Administrative Agent may from time to time review and adjust any such calculation require in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesgood faith credit judgment more frequent delivery of Borrowing Base Certificates.

Borrowing Base Certificates. Commencing with the Fiscal Month ending April 30, 2016, by (ix) By the 25th day after the last day of each month ending April 30, 2016, May 31, 2016 and June 30, 2016 and (y) thereafter,Quarter ending June 30, 2025, by the 20th day of each month following the end of a Fiscal Quarter, the US Borrower and European Borrowersany other Borrower, respectively (or if such date is not a Business Day, the following Business Day), the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate prepared as of the close of business on the last Business Day of the applicable previous month (Fiscal MonthQuarter; provided that, (i) if, at any time during any Fiscal Month that is not the last month of a Liquidity PeriodFiscal Quarter, Availability is less than 85% of the Line Cap, the US Borrower and any other Borrower, respectively (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly a Borrowing Base Certificate by the 20th day of the month following such Fiscal Month, prepared as of the close of business on the last Business Day of such Fiscal Month, (ii) during the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent Borrowing Base Certificates more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within 4 Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended month Fiscal Month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Collateral Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthFiscal Month) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (iiiii) in the event that any Loan Party consummates a Subject Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates giving pro forma effect to such Subject Transaction, which shall be effective as of the date of consummation of such Subject Transaction, subject to the limitations set forth in the definitions of “European Borrowing Base” anddefinition of “US Borrowing Base” and (iiiiv) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificate will be delivered in connection with any Notice Certificates at the time of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower or prior to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesconsummation of such Disposition.

Borrowing Base Certificates. (i) By On the 20th day Closing Date and on or before the third Business Day of each month (or if such date is not a Business Dayweek after the Closing Date, the following Business Day), the Lead Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly and at such other times as Agent may request. In connection with Borrowers’ delivery of Borrowing Base Certificates to Agent as provided above in this Section 7.5, (i) Borrowers shall update all Accounts activity on a weekly basis (unless Agent elects to require the delivery of Borrowing Base Certificates more frequently than weekly as provided above in this Section 7.5, in which event Borrowers shall be in standard form unless otherwise reasonably agreed required to by update all Accounts activity since the Administrative Agent), or more frequently if elected by date of the Lead Borrower, provided the Aggregate most recent Borrowing Base shall continue Certificate delivered to be reported on such more frequent basis for at least three (3Agent) months following any such election); and (ii) upon any sale or Borrowers shall update Inventory activity as follows: (a) Borrowers shall update Inventory activity of Borrowers other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% than the Retail Borrowers each Reporting Period; and (b)(1) during the period commencing on the Closing Date and ending on September 30, 2002, Borrowers shall use their best efforts to update Inventory activity of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered Retail Borrowers on a weekly basis will be based on the (and, in any event, shall update such Inventory amount (aactivity each Reporting Period) set forth in the most recent weekly report, where possible, and (b2) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report from and after October 1, 2002, Borrowers shall update Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount activity of the gross Accounts set forth in the most recent Retail Borrowers on a weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditionsbasis. All calculations of Global Availability in connection with any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified by a Responsible OfficerSenior Officer of ▇▇▇▇ Companies to Agent, provided that Agent shall have the Administrative Agent may from time right to time review and adjust adjust, in the exercise of its reasonable credit judgment, any such calculation (i) to reflect its reasonable estimate of declines in consultation with value of any of the Lead Borrower Collateral described therein and (ii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesamount of the Availability Reserve.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared each month, on the 15th day of such month, in which the Borrowing Base shall be calculated as of the close last day of business the immediately preceding month (each a “Monthly Borrowing Base Certificate”); provided, however, that (i) if on any date Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $30,000,000, then Agent may also require Borrowers to deliver a Borrowing Base Certificate on or before the last third Domestic Business Day of each week, in which the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared shall be calculated as of the close of business on Friday last day of the previous week, which weekly immediately preceding week (each a “Weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such electionCertificate”); and (ii) upon if on any sale date Availability is less than $8,000,000 or the aggregate amount of outstanding Revolver Loans exceeds the Formula Amount as shown on the last Borrowing Base Certificate or as otherwise calculated by Agent, then, without limiting any other disposition right or remedy of Agent or Lenders hereunder as a consequence of any Revolver Priority Collateral having an aggregate book value such Out-of-Formula Condition, Agent may also require Borrowers to deliver to Agent a Borrowing Base Certificate on each Domestic Business Day (each a “Daily Borrowing Base Certificate”); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates more frequently than once a month, the calculations shown in excess of 10% of the then existing each Daily Borrowing Base, an updated Base Certificate or Weekly Borrowing Base Certificate, prepared after giving effect to such sale or as applicable, need show only changes in the Accounts and the components of the Accounts (for the avoidance of doubt the other disposition (it being understood; provided, further, that (i) Inventory amounts shown in components of the Borrowing Base Certificates delivered shall be adjusted at the time of and reflected on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such each subsequent Monthly Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthCertificate). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified by a Responsible Officerto Agent, provided that Agent shall have the Administrative Agent may from time right to time review and adjust adjust, in the exercise of its credit judgment, any such calculation (A) to reflect its reasonable estimate of any decline in consultation with the Lead Borrower value of Collateral described therein, (B) to the extent the that such calculation is not made by Borrowers in accordance with this Agreement or Agreement, and (C) to the extent that such calculation does not accurately reflect the Reservesamount of the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate may be adjusted by Agent as herein authorized. With the delivery of each Borrowing Base Certificate, Borrowers shall deliver to Agent a report of Inventory Reliance covered by the period of the Borrowing Base Certificate, in form and substance satisfactory to Agent.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Daymonth, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, (a) until the Closing Date Borrowing Base Termination Date, such Borrowing Base Certificate may state that the Borrowing Base is equal to $90,000,000 and (b) after the Closing Date Borrowing Base Termination Date, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition outside the ordinary course of business in a single transaction or series of related transactions of any Revolver Priority ABL Collateral having an aggregate book value in excess of 10% of the then then-existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ix) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a1) set forth in the most recent weekly report, where possible, and (b2) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (iiy) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Daymonth, the following Business Day), the Lead Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during if a Liquidity PeriodEvent shall have occurred and be continuing, the Lead Borrower Borrowers shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower Borrowers and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending June 30, 2012), the Borrowers shall deliver (i) to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of the Average Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule O to the Collateral Questionnaire to reflect all locations of Inventory at the end of the fiscal quarter then ended.

Borrowing Base Certificates. (i) By As soon as available but in any event on or prior to the 20th day of each calendar month (or if such date is not a Business Day, the following Business Daymore frequently as required under this Section 5.01(c), Section 5.02(c), Section 5.13 and the Lead Borrower shall second proviso at the end of Section 6.05 and at other time expressly required by the terms hereof), deliver to the Administrative Agent (and the Administrative Agent which shall promptly deliver provide copies of the same to the Lenders) a Borrowing Base Certificate prepared Certificate, which calculates the Borrowing Base, as of the close of business on the last Business Day day of the previous immediately preceding calendar month (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of Borrower, a subsequent date), together with such supporting information in connection therewith as the Administrative Agent may reasonably request, which may include, without limitation, (i) Parts Inventory reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate, (ii) a reasonably detailed calculation of Eligible Parts Inventory, (iii) a reconciliation of Borrower's Inventory between the amounts shown in Borrower's ledger balance and any Parts Inventory reports delivered pursuant to clause (i) above and (iv) if a Receivables Trigger Event shall have occurred and be continuing, a reasonably detailed aging of Borrower's Accounts that are subject to an applicable Master Intercompany Agreement; provided thatthat if Excess Availability is less than the greater of $15,000,000 and 10% of the Commitments at any time, during and in such case continuing until such time as Excess Availability is greater than or equal to $15,000,000 and 10% of the Commitments for a Liquidity Periodperiod of 30 consecutive days, as certified by Borrower to the Lead Administrative Agent, Borrower shall deliver to the Administrative Agent weekly a Borrowing Base Certificates by Certificate and such supporting information on Wednesday of each week (or if such date Wednesday is not a Business Day, on the following next succeeding Business Day) of every week prepared ), as of the close of business on Friday the immediately preceding Saturday, together with such other information in respect of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by Collateral as the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base Agent shall continue to be reported on such more frequent basis for at least three (3) months following any such election)reasonably request; and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates will only be required to be delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation information required to prepare such certificate is reasonably available in light of Borrower's then current reporting systems and shall be prepared based on a methodology (including estimates to the extent such Collateral cannot made in accordance with this Agreement or does not accurately reflect the Reservesbe precisely determined on a weekly basis after Borrower use commercially reasonable efforts to do so) mutually agreed by Borrower and Administrative Agent.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower The Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a quarterly Borrowing Base Certificate Certificates within 20 days of the fiscal quarter then ended prepared as of the close of business on the last Business Day of the previous fiscal quarter (provided that (1) during a Monthly Reporting Period, the Borrowers shall deliver to the Administrative Agent monthly Borrowing Base Certificates by the 20th day of each month prepared as of the close of business on the last Business Day of the previous month or (provided that, during 2) a Liquidity PeriodEvent shall have occurred and be continuing, the Lead Borrower Borrowers shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower Borrowers and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending June 30, 2012), the Borrowers shall deliver (i) to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of the Average Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule O to the Collateral Questionnaire to reflect all locations of Inventory at the end of the fiscal quarter then ended.”

Borrowing Base Certificates. Commencing with the Fiscal Month ending April 30, 2016, by (ix) By the 25th day after the last day of each month ending April 30, 2016, May 31, 2016 and June 30, 2016 and (y) thereafter, the 20th day of each month month, the US Borrower, Canadian Borrowers and European Borrowers, respectively (or if such date is not a Business Day, the following Business Day), the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate prepared as of the close of business on the last Business Day of the applicable previous month (Fiscal Month; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly Borrowing Base Certificates more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within 4 Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most |NY\7652510.20US-DOCS\114316435.10|| recent weekly report, where possible, and (by) for the most recently ended month Fiscal Month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Collateral Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthFiscal Month) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any Loan Party consummates a Subject Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates giving pro forma effect to such Subject Transaction, which shall be effective as of the date of consummation of such Subject Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base”, “European Borrowing Base” and “US Borrowing Base” and (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificate will be delivered in connection with any Notice Certificates at the time of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower or prior to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesconsummation of such Disposition.

Borrowing Base Certificates. (i) By Commencing with the Fiscal Month ended May 31, 2021, as soon as available but in any event on or prior to the 20th Business Day after the last day of each month Fiscal Month (or if such date more frequently as the Borrower Representative may elect, so long as the frequency of delivery is not a Business Day, maintained by the Borrower Representative for the immediately following Business Day60-day period), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous month applicable preceding Fiscal Month (provided thator in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower Representative, during a Liquidity Periodsubsequent date), each of which Borrowing Base Certificates shall specify the Lead amount (if any) of the Canadian Borrowing Base that any US Borrower shall deliver elects to allocate to the US Facility, together with such supporting information in connection therewith as the Administrative Agent weekly may reasonably request, which may include, (i) Inventory reports by category and location, (ii) a reasonably detailed calculation of Eligible Inventory and Eligible In-Transit Inventory, (iii) a reasonably detailed calculation of Eligible Trade Accounts and Eligible Credit Card Accounts and (iv) a reasonably detailed aging of the Borrowers’ Accounts; provided, that (1) during the continuance of a Liquidity Condition, the Borrower Representative shall deliver a Borrowing Base Certificates by Wednesday (Certificate and such supporting information as is reasonably practicable to provide on a weekly basis as the Administrative Agent may reasonably request on or if such date is not a Business Day, the following Business Day) of every week prepared as of before the close of business on Friday of the previous week, which weekly third Business Day after the end of each week and (2) any Borrowing Base Certificates shall Certificate delivered other than with respect to a Fiscal Month’s end may be based on, in standard form unless otherwise reasonably agreed to respect of Inventory, such good faith estimates by the Administrative Agent), or more frequently if elected by Borrower Representative as the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understoodBorrower Representative may deem necessary; provided, further, that (i1)(x) Inventory amounts shown in at any time Specified Excess Availability is greater than 50% of the Line Cap, a revised Borrowing Base Certificate based on the Borrowing Base Certificates Certificate most recently delivered shall be delivered within five Business Days after the consummation of any transaction (other than in the ordinary course of business) that on a weekly basis will Pro Forma Basis would result in a reduction of the Borrowing Base of more than 10%, together with such supporting information as may be reasonably requested by the Administrative Agent or (y) at any time Specified Excess Availability is less than or equal to 50% of the Line Cap, a revised Borrowing Base Certificate based on the Inventory amount Borrowing Base Certificate most recently delivered, but giving effect to any transaction reasonably expected to result in any reduction of the Borrowing Base, shall be delivered not later than three Business Days prior to the consummation of any such transaction (aother than any such transaction in the ordinary course of business), together with such supporting information as may be reasonably requested by the Administrative Agent, (2) in the event that any Borrower consummates a Subject Acquisition, the Borrower Representative may deliver an updated Borrowing Base Certificate, which shall be effective as of the date of consummation of such Subject Acquisition, subject to the limitations set forth in the most recent weekly reportdefinition of “Borrowing Base”, where possible, and (b3) for in the event of a decrease in Eligible Cash that the Borrower Representative has elected to include in the most recently ended month for which delivered Borrowing Base Certificate, the Borrower Representative shall deliver, within one Business Day of such information is available with regard decrease, a written supplement to locations where it is impracticable to report Inventory more frequently, the most recently delivered Borrowing Base Certificate reflecting such decrease in such Eligible Cash and (ii4) in the amount of Eligible Accounts shown in event that a Borrower enters into a Permitted Receivables Financing, the Borrower Representative shall deliver, within five Business Days, a written supplement to the most recently delivered Borrowing Base Certificate modifying such Borrowing Base Certificate will be based on the amount to remove any Accounts which are no longer Eligible Trade Accounts or Eligible Credit Card Accounts as a result of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for such Permitted Receivables Financing or confirming that no changes have been made to the most recently ended month). In addition, an updated delivered Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesCertificate.

Borrowing Base Certificates. (iBy(x) By so long as Availability is greater than 50% of the Line Cap, by the 20th day after the end of each month (or if such date is not a Business Day, the following Business Day)Fiscal Quarter, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day such Fiscal Quarter and (y) at any time when Availability is is less than or equal to 50% of the Line Cap, by the 20th day of each month, the Lead Borrower shall deliver to the Agent (and the Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during in each case, if a Liquidity PeriodEvent shall have occurred and be continuing, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability the Canadian Available Credit, the U.S. Available Credit, each German Available Credit and Total German Available Credit in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower Borrower, (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in a Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each Fiscal Quarter, the Lead Borrower shall deliver to the Agent (i) an Applicable Margin Certificate setting forth a calculation of the Average Availability for the Fiscal Quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule 2(b) to the Perfection Certificate to reflect all locations of Inventory at the end of the Fiscal Quarter then ended.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business DayThe Lead Borrower, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a the North American Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous fiscal month of the Lead Borrower commencing with the fiscal month of the Lead Borrower ending on or around May 31, 2021, no later than the twentieth (20thtwenty-fifth (25th) day after the end of such fiscal month of the Lead Borrower; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the Lead Borrower shall deliver to the Administrative Agent weekly a North American Borrowing Base Certificates Certificate and Supporting Information more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within four (4) Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly North American Borrowing Base Certificates Certificate and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the North American Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended fiscal month of the Lead Borrower for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Administrative Agent agrees otherwise), and (iib) the amount of North American Eligible Accounts shown in such North American Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthfiscal month of the Lead Borrower) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any North American Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the North American Borrowing Base Certificate will and Supporting Information giving pro forma effect to such Specified Transaction, which shall be delivered effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definition of “North American Borrowing Base”, (iii) in the event (w) any North American Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a North American Loan Party) that results in the Disposition of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $20,000,000 (for such purposes, Dispositions of Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of any specific Account Debtor in connection with a Permitted Receivables Facility upon initially entering into such Permitted Receivables Facility (or supplementing such Permitted Receivables Facility to include the Accounts (or any Notice other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of a specific Account Debtor) shall be subject to this clause (iii)(w), but Dispositions of Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral, as applicable) of such Account Debtor thereafter under such Permitted Receivables Facility shall not be subject to this clause (iii)(w)), (x) upon termination of any Permitted Receivables Facility (or portion thereof) with respect to the Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of any specific Account Debtor that results in the Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral, as applicable) of such -155- Account Debtor no longer being excluded or ineligible as North American Eligible Accounts, (y) any North American Loan Party consummates an Investment to any Person (other than a North American Loan Party) that results in the Investment of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (z) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver an updated North American Borrowing delivered Base Certificate and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Lead Borrower may elect to deliver the North American Borrowing Base Certificate and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Lead Borrower elect to deliver the North American Borrowing Base Certificate and Supporting Information on a weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate on a weekly basis for at least forty-five (45) days following the transfer date of any assets pursuant the first such weekly delivery, and (y) if the Lead Borrower elect to Section 10.02(xxii)(A) between deliver the Credit Parties if such transferred assets would need to be included in the applicable North American Borrowing Base in order Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to meet continue to deliver the Availability ConditionsNorth American Borrowing Base Certificate and Supporting Information on such basis for at least sixty (60) days following the date of the first such delivery. All calculations For the avoidance of Global Availability in any doubt, following the establishment of Additional European Incremental Revolving Facility, the delivery of the European Borrowing Base Certificate shall be made governed by the Lead Borrower and certified by a Responsible Officer, provided that terms of the Administrative Agent may from time applicable Incremental Revolving Facility Amendment (including any amendments to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesin connection therewith and as contemplated by Section 2.22).

Borrowing Base Certificates. (i) By The US BorrowersBorrower and the 20th day of each month Canadian Borrower, respectively (or if such date is not a Business Day, the following Business Day), the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with the month ending June 30, 2018 (provided that if an inventory appraisal and field examination reasonably satisfactory to the Administrative Agent has not been delivered to the Administrative Agent and the Lead Borrower has not been provided a reasonable time to review, and discuss the results thereof with the Administrative Agent, by June 15, 2018, the Borrowing Base Certificate for the month ending June 30, 2018 shall be in a form consistent with the Borrowing Base Certificate delivered on the Closing Date)2021, no later than (x) the thirtieth (30th) day after the last day of each of the first four (4) months for which a Borrowing Base Certificate is delivered following the ClosingAmendment No. 2 Effective Date pursuant to this Section 5.01(l) and (y) thereafter, the twentieth (20th) day of such month; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within four (4) Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates and Supporting Information shall be in standard form ​ ​ unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Administrative Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $7,500,0007.5 million or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $7,500,0007.5 million as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificate will be delivered in connection with any Notice Certificates and Supporting Information at the time of Borrowing delivered following or prior to the transfer consummation of any assets pursuant such Disposition, and (iv) the Borrowers may elect to Section 10.02(xxii)(A) between deliver the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base Certificates and Supporting Information more frequently than the time period specified in order to meet the Availability Conditions. All calculations of Global Availability Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least forty-five (45) days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be made by required to continue to deliver the Lead Borrower Borrowing Base Certificate and certified by a Responsible Officer, provided that Supporting Information on such basis for at least sixty (60) days following the Administrative Agent may from time to time review and adjust any date of the first such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesdelivery.; and

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business DayThe Lead Borrower, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a the North American Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous fiscal month of the Lead Borrower commencing with the fiscal month of the Lead Borrower ending on or around May 31, 2021, no later than the twentieth (20th) day after the end of such fiscal month of the Lead Borrower; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the Lead Borrower shall deliver to the Administrative Agent weekly a North American Borrowing Base Certificates Certificate and Supporting Information more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within four (4) Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly North American Borrowing Base Certificates Certificate and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the North American Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended fiscal month of the Lead Borrower for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Administrative Agent agrees otherwise), and (iib) the amount of North American Eligible Accounts shown in such North American Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthfiscal month of the Lead Borrower) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any North American Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the North American Borrowing Base Certificate will and Supporting Information giving pro forma effect to such Specified Transaction, which shall be delivered effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definition of “North American Borrowing Base”, (iii) in the event (xw) any North American Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a North American Loan Party) that results in the Disposition of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $20,000,000 (for such purposes, Dispositions of Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of any specific Account Debtor in connection with a Permitted Receivables Facility upon initially entering into such Permitted Receivables Facility (or supplementing such Permitted Receivables Facility to include the Accounts (or any Notice other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of a specific Account Debtor) shall be subject to this clause (iii)(w), but Dispositions of 133208524_1 Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral, as applicable) of such Account Debtor thereafter under such Permitted Receivables Facility shall not be subject to this clause (iii)(w)), (x) upon termination of any Permitted Receivables Facility (or portion thereof) with respect to the Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of any specific Account Debtor that results in the Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral, as applicable) of such Account Debtor no longer being excluded or ineligible as North American Eligible Accounts, (y) any North American Loan Party consummates an Investment to any Person (other than a North American Loan Party) that results in the Investment of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (z) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver an updated North American Borrowing delivered Base Certificate and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Lead Borrower may elect to deliver the North American Borrowing Base Certificate and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Lead Borrower elect to deliver the North American Borrowing Base Certificate and Supporting Information on a weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate on a weekly basis for at least forty-five (45) days following the transfer date of any assets pursuant the first such weekly delivery, and (y) if the Lead Borrower elect to Section 10.02(xxii)(A) between deliver the Credit Parties if such transferred assets would need to be included in the applicable North American Borrowing Base in order Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to meet continue to deliver the Availability ConditionsNorth American Borrowing Base Certificate and Supporting Information on such basis for at least sixty (60) days following the date of the first such delivery. All calculations For the avoidance of Global Availability in any doubt, following the establishment of Additional European Incremental Revolving Facility, the delivery of the European Borrowing Base Certificate shall be made governed by the Lead Borrower and certified by a Responsible Officer, provided that terms of the Administrative Agent may from time applicable Incremental Revolving Facility Amendment (including any amendments to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesin connection therewith and as contemplated by Section 2.22).

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business DayThe Lead Borrower, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a the North American Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous fiscal month of the Lead Borrower commencing with the fiscal month of the Lead Borrower ending on or around May 31, 2021, no later than the twentieth (20th) day after the end of such fiscal month of the Lead Borrower; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the Lead Borrower shall deliver to the Administrative Agent weekly a North American Borrowing Base Certificates Certificate and Supporting Information more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within four (4) Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly North American Borrowing Base Certificates Certificate and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the North American Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended fiscal month of the Lead Borrower for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Administrative Agent agrees otherwise), and (iib) the amount of North American Eligible Accounts shown in such North American Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthfiscal month of the Lead Borrower) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any North American Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the North American Borrowing Base Certificate will and Supporting Information giving pro forma effect to such Specified Transaction, which shall be delivered effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in connection the definition of “North American Borrowing Base”, (iii) in the event (x) any North American Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a North American Loan Party) that results in the Disposition of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $20,000,000, (y) any Notice North American Loan Party consummates an Investment to any Person (other than a North American Loan Party) that results in the Investment of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (z) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver an updated North American Borrowing delivered Base Certificate and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Lead Borrower may elect to deliver the North American Borrowing Base Certificate and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Lead Borrower elect to deliver the North American Borrowing Base Certificate and Supporting Information on a weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate on a weekly basis for at least forty-five (45) days following the transfer date of any assets pursuant the first such weekly delivery, and (y) if the Lead Borrower elect to Section 10.02(xxii)(A) between deliver the Credit Parties if such transferred assets would need to be included in the applicable North American Borrowing Base in order Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to meet continue to deliver the Availability ConditionsNorth American Borrowing Base Certificate and Supporting Information on such basis for at least sixty (60) days following the date of the first such delivery. All calculations For the avoidance of Global Availability in any doubt, following the establishment of Additional European Incremental Revolving Facility, the delivery of the European Borrowing Base Certificate shall be made governed by the Lead Borrower and certified by a Responsible Officer, provided that #94513555v35 terms of the Administrative Agent may from time applicable Incremental Revolving Facility Amendment (including any amendments to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesin connection therewith and as contemplated by Section 2.22).

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower The Borrowers shall deliver to the Administrative Agent and each Co-Collateral Agent (and the Administrative Agent shall promptly deliver same to the Lenders) (i) at all times prior to the commencement of a Trigger Event Period, not later than the twelfth (12th) Business Day after the immediately preceding fiscal month end, a Borrowing Base Certificate prepared as of the close of business of the previous month and (ii) at all times (x) after the occurrence and during the continuation of an Event of Default or (y) after the first date on which Excess Availability for five consecutive Business Days is less than the greater of (i) $65,000,000 or (ii) 12.5% of the lesser of (A) the aggregate Commitments at such time and (B) the Aggregate Borrowing Base at such time, not later than the last Business Day of the previous month (provided thateach week, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week Certificate prepared as of the close of business on Friday of the previous week, which with such weekly Borrowing Base Certificates shall be (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in standard form unless otherwise a manner consistent with the past practices of the Obligors and reasonably agreed to approved by Agent; provided, that at such time as, in the Administrative Agent)case of clause (x) above, all Events of Default have been waived or more frequently if elected by remedied in accordance with the Lead Borrowerterms of the Loan Documents and, provided in the case of clause (y) above, the date that Excess Availability for a period of 60 consecutive calendar days exceeds the greater of (1) $65,000,000 or (2) 12.5% of the lesser of (I) the aggregate Commitments at such time and (II) the Aggregate Borrowing Base at such time, then the Borrowers shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of deliver the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect Certificate pursuant to such sale or other disposition (it being understood; provided, further, that clause (i) Inventory amounts shown in above. The Borrower may elect, pursuant to a written irrevocable notice to the Agent, to deliver Borrowing Base Certificates delivered on a weekly basis will be based on during the Inventory amount (a) set forth in fiscal months of October through January 15th of such Fiscal Year, provided that notice of such election is received by the most recent weekly report, where possible, and (b) for Agent no later than the most recently ended month for which 15th of September of such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability ConditionsFiscal Year. All calculations of Global Excess Availability and the Tranche A-1 Utilization Amount in any Borrowing Base Certificate shall originally be made by the Lead Borrower Agent and certified by a Responsible OfficerSenior Officer of the Borrower Agent (with such certification to be in such Person’s capacity as a Senior Officer of the Borrower Agent and not in such Person’s individual capacity), provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Accounts or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Loan Agreement or does not accurately reflect the ReservesAvailability Reserve.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day)month, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during if a Liquidity PeriodEvent shall have occurred and be continuing, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability the Canadian Available Credit, the U.S. Available Credit, each German Available Credit and Total German Available Credit in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower Borrower, (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in a Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.Availability Reserve. By the 20th day after the end of each Fiscal Quarter, the Lead Borrower shall deliver to the Agent (i) an Applicable Margin Certificate setting forth a calculation of the Average Availability for the Fiscal Quarter most recently ended and the corresponding Applicable Margins, and

Borrowing Base Certificates. (i) By As soon as available but in any event on or prior to the 20th day of each calendar month (or if such date is not a Business Day, the following Business Daymore frequently as required below), the Lead Borrower shall deliver to the Administrative Collateral Agent (and the Administrative Agent which shall promptly deliver provide copies of the same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous immediately preceding fiscal month (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower, a subsequent date), together with such supporting information in connection therewith as the Collateral Agent may reasonably request, which may include, without limitation, (i) Inventory reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate, (ii) a reasonably detailed calculation of Eligible Inventory, and (iii) a reconciliation of the Borrowers’ Inventory between the amounts shown in the Borrowers’ ledger balance and any Inventory reports delivered pursuant to clause (i) above, and (iv) if a Receivables Trigger Event shall have occurred and be continuing, a reasonably detailed aging of the Borrowers’ Accounts that are subject to an applicable Master Intercompany Agreement; provided thatthat if Excess Availability is less than $15,000,000 at any time, during and in such case continuing until such time as Excess Availability is greater than or equal to $15,000,000 for a Liquidity Periodperiod of 30 consecutive days, as certified by the Borrowers to the Collateral Agent, the Lead Borrower Borrowers shall deliver to the Administrative Agent weekly a Borrowing Base Certificates by Certificate and such supporting information on Wednesday of each week (or if such date Wednesday is not a Business Day, on the following next succeeding Business Day) of every week prepared ), as of the close of business on Friday the immediately preceding Saturday, together with such other information in respect of the previous week, which weekly Borrowing Base Certificates Collateral as the Collateral Agent shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election)request; and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall delivered other than with respect to month’s end may be made based on such estimates by the Lead Borrower Borrowers of Shrink and certified by a Responsible Officer, provided that other amounts as the Administrative Agent Borrowers may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesdeem necessary.

Borrowing Base Certificates. The following subsections (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Dayd), (e) and (f) are hereby added at the Lead end of Section 2.01 of the Agreement: (d) The Borrower shall may elect to deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared setting forth the Borrowing Base as of the close last day of business on a calendar month subsequent to the last Business Day most recent fiscal quarter with respect to which a Borrowing Base Certificate was required to be delivered under Section 5.08(6) of the previous month Agreement. (provided thate) The Agent or the Majority Lenders may, during a Liquidity Period, the Lead Borrower shall deliver upon notice to the Administrative Agent weekly Borrower from the Agent, require the Borrower to deliver a Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared Certificate determined as of the close last day of business on Friday a calendar month (as designated in such notice) subsequent to the fiscal quarter with respect to which a Borrowing Base Certificate was required to be delivered under Section 5.08(6) of the previous weekAgreement, which weekly provided that the Borrowing Base Certificates Certificate under this Section 2.01(e) shall only be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue required to be reported delivered on such more frequent basis for at least three the later to occur of (3i) months the tenth (10th) day following any such election); and the Agent's notice to the Borrower under this Section 2.01(e) or (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% the twenty-fifth (25th) day after the last day of the then existing Borrowing Base, an updated applicable calendar month (as designated in such notice). (f) The Borrower may elect to include in a Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, Certificate delivered in anticipation of a Permitted Acquisition all assets that (i) Inventory amounts shown would have been included in the Borrowing Base Certificates delivered on a weekly basis will be based on had the Inventory amount (a) set forth in Permitted Acquisition been consummated as of the last day of the most recent weekly reportfiscal quarter or (if applicable under Section 2.01(d) or (e)) calendar month, where possibleprovided, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyhowever, and (ii) the amount of Eligible Accounts shown in that such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be shall expressly state that it is delivered in connection with any Notice anticipation of, and shall only be effective hereunder for purposes of Borrowing Borrowings made on or after, the consummation of such Permitted Acquisition (it being understood that, until the consummation of such Permitted Acquisition, the previously delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation remain in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserveseffect).

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower The Borrowers shall deliver to the Administrative Agent (and a) If no Low Availability Period is in effect, then on or before the Administrative Agent shall promptly deliver same to the Lenders) 15th day of each month, a Borrowing Base Certificate prepared as of the close end of business the previous month, or (b) if a Low Availability Period is in effect, then (i) on or before the last Business Day 15th day of each month, a Borrowing Base Certificate as of the end of the previous month and, (provided thatii) in addition thereto, during on or before the 25th day of each month, a Liquidity PeriodBorrowing Base Certificate as of the 15th day of such month, the Lead Borrower shall deliver to the Administrative Agent weekly together with such additional Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to and when requested by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on Agent in writing. Together with each such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect the Borrowers shall deliver: (1) a schedule of the Borrowers’ Accounts created, credits given, cash collected, and other adjustments to Accounts since the last such sale or other disposition schedule; (it being understood2) an aging of the Borrower’s Accounts, together with a reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger; provided(3) an aging of the Borrowers’ accounts payable; (4) a detailed calculation and description of Eligible Petroleum Inventory, furtherEligible Cash and Eligible Investments, that Eligible In-Transit Petroleum Inventory, First Purchaser Liens, and Paid but Unexpired Letters of Credit; (i5) Inventory amounts shown a schedule in reasonable detail setting forth the additions and reductions in the Borrowing Base Certificates delivered on a weekly basis will be based on Borrowers’ accounts receivable since delivery of the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such previous Borrowing Base Certificate will be based on with a reconciliation to the amount corresponding accounts receivable aging; and (6) Inventory reports by category, together with reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger. Upon request of the gross Accounts set forth in Agent, the most recent weekly report, less the amount Borrowers shall deliver: (A) inventory reports by location; (B) copies of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered invoices in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between Borrowers’ Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made Borrowers’ Accounts and for Inventory and Equipment acquired by the Lead Borrower Borrowers, purchase orders, and certified by invoices; (C) a Responsible Officerstatement of the balance of each intercompany Account, provided that if any; (D) such other reports as to the Administrative Collateral as the Agent may shall reasonably request from time to time review time; and adjust any such calculation in consultation (E) with the Lead delivery of each of the foregoing, a certificate of the Borrower Agent executed by an officer thereof certifying as to the extent accuracy and completeness of the calculation is not made in accordance with this Agreement foregoing. If the Borrowers’ records or does not accurately reflect reports of the ReservesCollateral are prepared by an accounting service or other agent, the Borrowers hereby authorize such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (i) By and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 20th day 12th Business Day of each month (or if such date is not a Business Daymonth, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the last second Business Day of the previous month (provided thateach week, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week Certificate prepared as of the close of business on of Friday of the previous immediately preceding week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise and at such other times as Agent may reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditionsrequest. All calculations of Global Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified signed by a Responsible OfficerSenior Officer or the Controller of Borrower Agent or its general partner, provided that the Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 110 ​ AMERICAS/2024146412.5 ​ Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) [reserved], (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).

Borrowing Base Certificates. The Lead Borrower shall provide the Agent with Borrowing Base Certificates, each reflecting the Borrowers' condition for the period indicated below immediately prior to the date when furnished, as follows: (ia) By the 20th day of On each month Thursday (or the next Business Day, if such date that Thursday is not a Business Day, the following Business Day)) of every fiscal week, the Lead Borrower shall deliver to provide the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) with a Borrowing Base Certificate prepared (in the form of EXHIBIT 5:5-4(a) annexed hereto, as of such form may be revised from time to time by the close of business Agent), each reflecting the Borrowers' condition on the last Business Day day of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver fiscal week immediately prior to the Administrative Agent weekly date when furnished. Such Borrowing Base Certificates Certificate may be sent to the Agent by Wednesday facsimile transmission, provided that the original thereof is forwarded to the Agent on the date of such transmission. (b) On the third Thursday (or the next Business Day, if such date that Thursday is not a Business Day) following the end of the Borrower's fiscal month, the following Business DayLead Borrower shall, in addition to the weekly Borrowing Base Certificate required pursuant to subsection (a) above, provide the Agent with a Borrowing Base Certificate (in the form of every week prepared EXHIBIT 5:5-4(b) annexed hereto, as such form may be revised from time to time by the Agent), each reflecting the Borrowers' condition on the last day of the close of business on Friday of fiscal month immediately prior to the previous weekdate when furnished, which with each such Borrowing Base Certificate being reconciled (with respect to the weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed delivered to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue Agent during said prior fiscal month) to be reported on such more frequent basis for at least three (3) months following any such election); reflect all actual customary and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended normal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such end adjustments. Such Borrowing Base Certificate will may be based on sent to the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made Agent by the Lead Borrower and certified by a Responsible Officerfacsimile transmission, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower original thereof is forwarded to the extent Agent on the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesdate of such transmission.

Borrowing Base Certificates. (a) Provide the Administrative Agent with the following documents in form and substance reasonably satisfactory to the Administrative Agent for prompt further distribution to each Lender: (i) By within fifteen (15) Business Days after the 20th end of each Fiscal Quarter, a Borrowing Base Certificate setting forth the calculation of the Revolving Borrowing Base and of Excess Availability as of the last Business Day of the immediately preceding Fiscal Quarter; provided that at any time after the occurrence and during the continuance of a Monthly Borrowing Base Reporting Period, a Borrowing Base Certificate setting forth the calculation of the Revolving Borrowing Base and of Excess Availability as of the last day of the immediately preceding Fiscal Month shall be delivered on or prior to the later of (as applicable) (x) fifteen (15) Business Days after the end of the prior Fiscal Month or (y) seven (7) Business Days after the commencement of a Monthly Borrowing Base Reporting Period; provided, further that, at any time after the occurrence and during the continuance of a Weekly Borrowing Base Reporting Period, a Borrowing Base Certificate setting forth the calculation of the Revolving Borrowing Base and of Excess Availability as of the close of business on Saturday of the immediately preceding calendar week shall be delivered on Wednesday of each month week (or or, if such date Wednesday is not a Business Day, on the following next succeeding Business Day); and (ii) at any time when Borrowing Base Certificates are required to be delivered pursuant to Section 7.4(a)(i) above on a quarterly or monthly basis, the Lead Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Monthly Borrowing Base Reporting Period (when delivery is otherwise required to be made pursuant to Section 7.4(a)(i) on a quarterly basis) or a Weekly Borrowing Base Reporting Period (when delivery is otherwise required to be made pursuant to the first proviso in Section 7.4(a)(i) on a monthly basis); provided, that, in each such case, the Borrower shall continue to deliver Borrowing Base Certificates on a monthly or weekly basis, as applicable, in accordance with such election for at least two (2) consecutive Fiscal Months, and a Monthly Borrowing Base Reporting Period or Weekly Borrowing Base Reporting Period shall be deemed to exist, as applicable, for all purposes of this Section 7.4(a) (but, for the avoidance of doubt, not for any other purpose). (b) In the event that (A) any Loan Party or any Restricted Subsidiary shall engage in a transaction or a series of related transactions pursuant to any Specified Asset Disposition/Investment Provision (or combination thereof) or (B) any Loan Party is deemed to be an Excluded Subsidiary, as applicable, and in any case, either a Cash Dominion Period has commenced and is continuing or such transaction or occurrence would result in the exclusion and/or removal of assets which were included in the determination of the Revolving Borrowing Base (including, as a result of the application of the eligibility criteria set forth in the definition of “Eligible Accounts”, “Eligible Credit Card Receivables” “Eligible Inventory” and “Eligible In-Transit Inventory”, in each case, as determined by reference to the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant to Section 7.4(a) and in an aggregate amount for any single or series of related transactions (or other applicable events) in excess of the greater of (a) $50,000,000 and (b) 5.0% of the Revolving Borrowing Base, then prior to or concurrently with the consummation of any such transaction or series of related transactions (or other applicable events), the Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same for prompt further distribution to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In additioneach Lender, an updated Borrowing Base Certificate will be reflecting such transactions or series of related transactions (or other applicable events) on a Pro Forma Basis as of the date of the most recently delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations Certificate, and demonstrating that no Overadvance shall result from such transaction or series of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement related transactions (or does not accurately reflect the Reservesother applicable events).

Borrowing Base Certificates. (i) By On or prior to the 20th calendar day of each subsequent calendar month (or on a more frequent basis at the discretion of the Borrower; provided that once a more frequent basis is elected by the Borrower, it must be continued for no less than 60 calendar days after the date of such election), beginning with the calendar month ended February 28, 2023 (or if such date day is not a Business Day, the following next succeeding Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared showing each of the Borrowing Base and the calculation of the Excess Availability and the Specified Excess Availability, in each case as of the close of business on the last Business Day day of the previous immediately preceding calendar month (the Borrowing Base Certificate delivered as of each month end, the “Monthly Borrowing Base Certificate”) (or, at the option of the Borrower, as of a more recent date), each such Borrowing Base Certificate to be certified as complete and correct in all material respects on behalf of the Borrower by an Authorized Officer of the Borrower; provided that, that during a Liquidity the Weekly Monitoring Period, the Lead Borrower shall deliver to the Administrative Agent weekly a Borrowing Base Certificates by Wednesday Certificate showing the Borrower’s reasonable estimate (or if such date is not which shall be based on the most current accounts receivable aging reasonably available and shall be calculated in a Business Day, consistent manner with the following Business Daymost recent Monthly Borrowing Base Certificate delivered pursuant to this Section) of every week prepared each Borrowing Base and the calculation of the Excess Availability and Specified Excess Availability as of the close of business on Friday the last day of the previous immediately preceding calendar week, which weekly unless the Administrative Agent otherwise agrees in its reasonably discretion, shall be furnished on Wednesday of each week (or if Wednesday is not a Business Day, on the next succeeding Business Day); provided that any Borrowing Base Certificates shall Certificate delivered pursuant to this Section 9.1(k) other than with respect to month’s end may be in standard form unless otherwise reasonably agreed to based on such estimates by the Administrative AgentBorrower as the Borrower may deem necessary; (l) at the time of the delivery of each Monthly Borrowing Base Certificate provided for in Section 9.1(k)9.1(k), or more frequently if elected the Borrower shall each provide Inventory reports by category and location, together with reconciliation to the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated corresponding Monthly Borrowing Base Certificate, prepared after giving effect a reasonably detailed calculation of Eligible Inventory, and a reconciliation of the Credit Parties’ respective Inventory between the amounts shown in each such Person’s stock ledger and any Inventory reports delivered pursuant to such sale or other disposition this clause (it being understoodl); provided, furtherthat any Borrowing Base Certificate delivered other than with respect to month’s end may be based on such estimates by the Credit Parties of Shrink and other amounts as the Borrower may deem necessary; (m) at the time of the delivery of each Monthly Borrowing Base Certificate provided for in Section 9.1(k), the Borrower shall provide a current accounts receivable aging along with a reconciliation between the amounts that appear on such aging and the amount of accounts receivable presented on the concurrently delivered balance sheet; and (i) Inventory amounts shown in the Borrower shall notify the Administrative Agent of a pending withdrawal of cash or Cash Equivalents constituting Eligible Borrowing Base Certificates delivered on Cash from a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which Blocked Account subject to a Blocked Account Agreement under Section 9.18 prior to making such information is available with regard to locations where it is impracticable to report Inventory more frequentlywithdrawal, and (ii) within one (1) Business Day of such a withdrawal, the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on Borrower shall provide the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, Administrative Agent with an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following reflecting the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable updated Eligible Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesCash.

Borrowing Base Certificates. (ia) By the 20th 15th day of each month (or if such date is not a Business Daymonth, the following Business Day), the Lead Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may request; provided, however, that if (and after) Availability is $12,500,000 or less at any time, Borrowers shall during such period deliver to Agent Borrowing Base Certificates on a weekly basis on or before the third Business Day of each week for the last Business Day of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous preceding week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, however, that (i) Inventory amounts shown in the if Average Availability thereafter exceeds $12,500,000 for 90 consecutive days, Borrowers' obligation to deliver Borrowing Base Certificates delivered on a to Agent shall revert to monthly reporting as provided above (subject, again, to reinstatement of weekly basis will be based on the Inventory amount (a) set forth reporting as stated in the most recent weekly report, where possible, and proviso above) (b) for the most recently ended month for which any such information is available with regard period being referred to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthas a "Weekly Reporting Period"). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified by a Responsible Senior Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation (i) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Account or otherwise; (ii) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (iii) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. Prior to inclusion in the Borrowing Base of any assets acquired pursuant to a Permitted Acquisition, such assets shall be subject to a field examination undertaken in accordance with this Agreement. (b) Currently with the delivery of each Borrowing Base Certificate, Borrower Agent shall submit to Agent a then-current list of (i) all Vehicles owned, (ii) all Vehicles then most recently included in the Borrowing Base as Eligible Equipment which continue to constitute Eligible Equipment, (iii) all Vehicles then most recently included in the Borrowing Base as Eligible Equipment which no longer, for whatever reason, constitute Eligible Equipment, and (iv) any additional Vehicles which Borrower Agent then proposes for inclusion in the Borrowing Base as Eligible Equipment, together with such appraisals, certificates of title with Agent's Lien noted thereon and other agreements, documents and instruments as may be required by this Agreement or as Agent may reasonably request. Each such Borrowing Base Certificate shall include the calculation, in reasonable detail, of the Value of all such Vehicles, and shall include, without limitation, information regarding the depreciation attributable to each Vehicle and the cost and (if applicable) the then most recent appraised value of such Vehicle.

Borrowing Base Certificates. (ia) By the 20th day of each month (or if such date is not a Business Daymonth, the following Business Day), the Lead Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on of the last previous month, with such weekly updates as the Administrative Agent may request; provided that if at any time Availability is less than $15,000,000, Borrower Agent shall, by the fourth Business Day of the previous month (provided thateach week, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly (and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week Certificate prepared as of the close of business on Friday of the previous week, which week and shall continue to so deliver weekly Borrowing Base Certificates until such time that daily Availability shall be have been greater than or equal to $15,000,000 for 45 consecutive calendar days, in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate which case Borrower Agent shall deliver monthly Borrowing Base shall continue to be reported on such more frequent basis Certificates consistent with the timing and manner of delivery for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated monthly Borrowing Base CertificateCertificates contemplated by this Section 8.01(a) (but only for so long as Availability is not, prepared at any time after giving effect to such sale or other disposition (it being understood45 consecutive calendar days, less than $15,000,000); provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates no event shall ineligibles be required to be delivered more frequently than on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditionsmonthly basis. All calculations of Global Availability in any Borrowing Base Certificate shall originally be made by the Lead Borrower Agent and certified by a Responsible OfficerOfficer of Borrower Agent, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral (a determination to be made by the Administrative Agent in its reasonable discretion); and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. (b) Within 20 days after the end of each calendar month, Borrowers shall have delivered to the Administrative Agent, in form and detail satisfactory to the Administrative Agent and the Required Lenders, (i) a listing of each Borrower’s trade payables, specifying the trade creditor and balance due, a detailed listing of each Borrower’s accrued payables, a detailed trade payable aging and a listing of each Borrower’s outstanding checks; and (ii) a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name, amount, invoice date and due date. (c) For so long as any Account of Pacer Transport Inc. constitutes an Eligible Account, weekly, on the fourth Business Day of each week (or such later date as may be agreed by the Administrative Agent in its sole discretion), the Borrowers shall have delivered to the Administrative Agent, in form and detail satisfactory to the Administrative Agent and the Required Lenders, an updated listing of Accounts of Pacer Transport Inc. (and, for the avoidance of doubt, the Administrative Agent may adjust the calculations in the most recently delivered Borrowing Base Certificate in order to account for each such Account that had constituted an Eligible Accounts in the most recently delivered Borrowing Base Certificate but that is no longer an Eligible Account on account of payments received in the Dominion Account or otherwise).

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower The Borrowers shall deliver to the Administrative Agent (and a) if no Low Availability Period is in effect, then on or before the Administrative Agent shall promptly deliver same to the Lenders) 15th day of each month, a Borrowing Base Certificate prepared as of the close of business on the last Business Day end of the previous month month, or (provided thatb) if a Low Availability Period is in effect, during then on each Tuesday of each week for the period ending Friday of the immediately prior week, a Liquidity PeriodBorrowing Base Certificate as of the end of such prior week, the Lead Borrower shall deliver to the Administrative Agent weekly together with such additional Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to and when requested by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on Agent in writing. Together with each such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect the Borrowers shall deliver: (1) a schedule of the Borrowers’ Accounts created, credits given, cash collected, and other adjustments to Accounts since the last such sale or other disposition schedule; (it being understood2) an aging of the Borrower’s Accounts, together with a reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger; provided(3) an aging of the Borrowers’ accounts payable; (4) a detailed calculation and description of Eligible Petroleum Inventory, furtherDOE Contract Value, that Eligible Cash and Eligible Investments, Eligible In-Transit Petroleum Inventory, First Purchaser Liens, and Paid but Unexpired Letters of Credit; (i5) Inventory amounts shown a schedule in reasonable detail setting forth the additions and reductions in the Borrowing Base Certificates delivered on a weekly basis will be based on Borrowers’ accounts receivable since delivery of the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such previous Borrowing Base Certificate will be based on with a reconciliation to the amount corresponding accounts receivable aging; and (6) Inventory reports by category, together with reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger. Upon request of the gross Accounts set forth in Agent, the most recent weekly report, less the amount Borrowers shall deliver: (A) inventory reports by location; (B) copies of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered invoices in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between Borrowers’ Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made Borrowers’ Accounts and for Inventory and Equipment acquired by the Lead Borrower Borrowers, purchase orders, and certified by invoices; (C) a Responsible Officerstatement of the balance of each intercompany Account, provided that if any; (D) such other reports as to the Administrative Collateral as the Agent may shall reasonably request from time to time review time; and adjust any such calculation in consultation (E) with the Lead delivery of each of the foregoing, a certificate of the Borrower Agent executed by an officer thereof certifying as to the extent accuracy and completeness of the calculation is not made in accordance with this Agreement foregoing. If the Borrowers’ records or does not accurately reflect reports of the ReservesCollateral are prepared by an accounting service or other agent, the Borrowers hereby authorize such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.”

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared each month, on the 15th day of such month, in which the Borrowing Base shall be calculated as of the close last day of business the immediately preceding month (each a “Monthly Borrowing Base Certificate”); provided, however, that (i) if on any date Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $30,000,000, then Agent may also require Borrowers to deliver a Borrowing Base Certificate on or before the last third Domestic Business Day of each week, in which the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared shall be calculated as of the close of business on Friday last day of the previous week, which weekly immediately preceding week (each a “Weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such electionCertificate”); and (ii) upon if on any sale date Availability is less than $8,000,000 or the aggregate amount of outstanding Revolver Loans exceeds the Formula Amount as shown on the last Borrowing Base Certificate or as otherwise calculated by Agent, then, without limiting any other disposition right or remedy of Agent or Lenders hereunder as a consequence of any Revolver Priority Collateral having an aggregate book value such Out-of-Formula Condition, Agent may also require Borrowers to deliver to Agent a Borrowing Base Certificate on each Domestic Business Day (each a “Daily Borrowing Base Certificate”); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates more frequently than once a month, the calculations shown in excess of 10% of the then existing each Daily Borrowing Base, an updated Base Certificate or Weekly Borrowing Base Certificate, prepared after giving effect to such sale or as applicable, need show only changes in the Accounts and the components of the Accounts (for the avoidance of doubt the other disposition (it being understood; provided, further, that (i) Inventory amounts shown in components of the Borrowing Base Certificates delivered shall be adjusted at the time of and reflected on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such each subsequent Monthly Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthCertificate). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified by a Responsible Officerto Agent, provided that Agent shall have the Administrative Agent may from time right to time review and adjust adjust, in the exercise of its credit judgment, any such calculation (A) to reflect its reasonable estimate of any decline in consultation with the Lead Borrower value of Collateral described therein, (B) to the extent the that such calculation is not made by Borrowers in accordance with this Agreement or Agreement, and (C) to the extent that such calculation does not accurately reflect the Reservesamount of the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate may be adjusted by Agent as herein authorized. With the delivery of each Borrowing Base Certificate, Borrower shall deliver to Agent a report of Inventory Reliance covered by the period of the Borrowing Base Certificate, in form and substance satisfactory to Agent.

Borrowing Base Certificates. (i) By The US Borrower and the 20th day of each month Canadian Borrower, respectively (or if such date is not a Business Day, the following Business Day), the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with the month ending June 30, 2021, no later than (x) the thirtieth (30th) day after the last day of each of the first four (4) months for which a Borrowing Base Certificate is delivered following the Amendment No. 2 Effective Date pursuant to this Section 5.01(l) and (y) thereafter, the twentieth (20th) day of such month; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within four (4) Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Administrative Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $7.5 million or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $7.5 million as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificate will be delivered in connection with any Notice Certificates and Supporting Information at the time of Borrowing delivered following or prior to the transfer consummation of any assets pursuant such Disposition, and (iv) the Borrowers may elect to Section 10.02(xxii)(A) between deliver the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base Certificates and Supporting Information more frequently than the time period specified in order to meet the Availability Conditions. All calculations of Global Availability Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least forty-five (45) days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be made by required to continue to deliver the Lead Borrower Borrowing Base Certificate and certified by a Responsible Officer, provided that Supporting Information on such basis for at least sixty (60) days following the Administrative Agent may from time to time review and adjust any date of the first such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.delivery; and

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared each month, on the 15th day of such month, in which the Borrowing Base shall be calculated as of the close last day of business the immediately preceding month (each a "Monthly Borrowing Base Certificate"); provided, however, that (i) if on any date Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $12,500,000, then Agent may also require Borrowers to deliver (a) Borrowing Base Certificate on or before the last third Domestic Business Day of each week, in which the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared shall be calculated as of the close of business on Friday last day of the previous week, which weekly immediately preceding week (each a "Weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such electionCertificate"); and (ii) upon if on any sale date Availability is less than $8,000,000 or the aggregate amount of outstanding Revolver Loans exceeds the Formula Amount as shown on the last Borrowing Base Certificate or as otherwise calculated by Agent, then, without limiting any other disposition right or remedy of Agent or Lenders hereunder as a consequence of any Revolver Priority Collateral having an aggregate book value such Out-of-Formula Condition, Agent may also require Borrowers to deliver to Agent a Borrowing Base Certificate on each Domestic Business Day (each a "Daily Borrowing Base Certificate"); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates more frequently than once a month, the calculations shown in excess of 10% of the then existing each Daily Borrowing Base, an updated Base Certificate or Weekly Borrowing Base Certificate, prepared after giving effect to such sale or as applicable, need show only changes in the Accounts and the components of the Accounts (for the avoidance of doubt the other disposition (it being understood; provided, further, that (i) Inventory amounts shown in components of the Borrowing Base Certificates delivered shall be adjusted at the time of and reflected on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such each subsequent Monthly Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthCertificate). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Lead Borrower Borrowers and certified by a Responsible Officerto Agent, provided that Agent shall have the Administrative Agent may from time right to time review and adjust adjust, in the exercise of its credit judgment, any such calculation (i) to reflect its reasonable estimate of any decline in consultation with the Lead Borrower value of Collateral described therein, (ii) to the extent the that such calculation is not made by Borrowers in accordance with this Agreement or Agreement, and (iii) to the extent that such calculation does not accurately reflect the Reservesamount of the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate may be adjusted by Agent as herein authorized.

Borrowing Base Certificates. (ia) By Within three (3) Business Days after the 20th day end of each month (or if such fiscal week following the date is not on which a Business Day20% Triggering Event has occurred, then prior to 2:00 p.m. the following Business Day), the Lead Administrative Borrower shall deliver to the Administrative Agent Agent, (and the Administrative Agent shall promptly deliver same to the LendersA) a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous month immediately preceding fiscal week, which shall be in such form as shall be satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Accounts, (B) an Inventory status report (C) a categorical breakdown of all Inventory and Accounts, (D) an aging of all Accounts as of such date and (E) account statements with respect to each Collateral Related Account, in each case in form and substance satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided that, thereafter, if Excess Availability on each day during a Liquidity Period, any period of forty-five (45) consecutive calendar days is greater than the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday lesser of (A) $20,000,000 or if such date is not a Business Day, the following Business Day(B) twenty percent (20%) of every week prepared as of the close of business on Friday of the previous weekAggregate Revolving Commitments, which weekly Borrowing Base Certificates shall no longer be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue required to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on until the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount occurrence of the gross Accounts set forth in next 20% Triggering Event. (e) The Credit Agreement is hereby further amended by adding the most recent weekly report, less following sentence to the amount end of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be 6.1 thereof: “Restricted Payments made by the Lead Borrower and certified by a Responsible OfficerCompany on or after October 20, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower 2010 (to the extent permitted by Section 7.5 of this Agreement) shall be excluded for purposes of determining compliance with the calculation Fixed Charge Coverage Ratio under this Section 6.1 and for any other purpose in determining the ‘Fixed Charge Coverage Ratio’.” (f) The Credit Agreement is not made hereby further amended by deleting Section 7.4 in accordance with this Agreement or does not accurately reflect its entirety and substituting in lieu thereof the Reserves.following new Section 7.4:

Borrowing Base Certificates. (i) By Promptly but no later than 15 Business Days after the 20th day end of each month and (ii) during any period (a) commencing on the date on which (x) Excess Availability is less than 12.5% of the Total Revolving Commitments or if such (y) an Event of Default shall have occurred and be continuing (each, an “Accelerated Reporting Period”) and (b) ending on the first date is not thereafter on which (x) in the case of an Accelerated Reporting Period commencing as a result of clause (ii)(a)(y) above, no Event of Default exists and (y) in the case of an Accelerated Reporting Period commencing as a result of clause (ii)(a)(x) above, Excess Availability for 30 consecutive days has been equal to or in excess of 12.5% of the Total Revolving Commitments, within four Business DayDays after the end of each week, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared (which shall be calculated as of the close of business on the last Business Day of the previous immediately preceding month (provided that, during a Liquidity Period, in the Lead Borrower shall deliver to the Administrative Agent weekly case of Borrowing Base Certificates by Wednesday delivered pursuant to preceding clause (i)) or if such date is not a Business Day, week (in the following Business Day) case of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates delivered pursuant to preceding clause (ii)); provided that a revised Borrowing Base Certificate based on the Borrowing Base Certificate most recently delivered shall be in standard form unless otherwise reasonably agreed to by delivered within five Business Days after the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any consummation of a sale or other disposition of any Revolver an ABL Priority Collateral having Vessel or a Casualty Event affecting any an aggregate book value in excess of 10% of the then existing Borrowing BaseABL Priority Collateral Vessel, an updated Borrowing Base Certificate, prepared after giving pro forma effect to such sale or sale, other disposition (it being understood; provided, further, that (i) Inventory amounts shown or Casualty Event. All calculations of the Borrowing Base and Excess Availability in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall originally be made by the Lead Administrative Borrower and certified by a Responsible OfficerFinancial Officer of the Administrative Borrower; provided, provided that the Administrative Agent and/or the Collateral Agent may from time to time review and adjust any such calculation calculation, each in consultation with its Permitted Discretion (i) to reflect its reasonable estimate of declines in value of any Collateral included in the Lead Borrower Borrowing Base due to Collections received, (ii) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral, and (iii) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect reflect, as of the date of the Borrowing Base Certificate most recently delivered to the Administrative Agent, the Reserves.;

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business DayThe Lead Borrower, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a the North American Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous fiscal month of the Lead Borrower commencing with the fiscal month of the Lead Borrower ending on or around May 31, 2021, no later than the twentieth (20th) day after the end of such fiscal month of the Lead Borrower; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the Lead Borrower shall deliver to the Administrative Agent weekly a North American Borrowing Base Certificates Certificate and Supporting Information more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within four (4) Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly North American Borrowing Base Certificates Certificate and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the North American Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended fiscal month of the Lead Borrower for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Administrative Agent agrees otherwise), and (iib) the amount of North American Eligible Accounts shown in such North American Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthfiscal month of the Lead Borrower) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any North American Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the North American Borrowing Base Certificate will and Supporting Information giving pro forma effect to such Specified Transaction, which shall be delivered effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in connection the definition of “North American Borrowing Base”, (iii) in the event (x) any North American Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a North American Loan Party) that results in the Disposition of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $20,000,000, (y) any Notice North American Loan Party consummates an Investment to any Person (other than a North American Loan Party) that results in the Investment of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (z) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver an updated North American Borrowing delivered Base Certificate and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Lead Borrower may elect to deliver the North American Borrowing Base Certificate and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Lead Borrower elect to deliver the North American Borrowing Base Certificate and Supporting Information on a weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate on a weekly basis for at least forty-five (45) days following the transfer date of any assets pursuant the first such weekly delivery, and (y) if the Lead Borrower elect to Section 10.02(xxii)(A) between deliver the Credit Parties if such transferred assets would need to be included in the applicable North American Borrowing Base in order Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to meet continue to deliver the Availability ConditionsNorth American Borrowing Base Certificate and Supporting Information on such basis for at least sixty (60) days following the date of the first such -160- #94513555v35 delivery. All calculations For the avoidance of Global Availability in any doubt, following the establishment of Additional European Incremental Revolving Facility, the delivery of the European Borrowing Base Certificate shall be made governed by the Lead Borrower and certified by a Responsible Officer, provided that terms of the Administrative Agent may from time applicable Incremental Revolving Facility Amendment (including any amendments to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesin connection therewith and as contemplated by Section 2.22).

Borrowing Base Certificates. (i) By The US BorrowerBorrowers and the 20th day of each month Canadian Borrower, respectively (or if such date is not a Business Day, the following Business Day), the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with the month ending June 30, 2018 (provided that if an inventory appraisal and field examination reasonably satisfactory to the Administrative Agent has not been delivered to the Administrative Agent and the Lead Borrower has not been provided a reasonable time to review, and discuss the results thereof with the Administrative Agent, by June 15, 2018, the Borrowing Base Certificate for the month ending June 30, 2018 shall be in a form consistent with the Borrowing Base Certificate delivered on the Closing Date), no later than (x) the 30th day after the last day of each of the first four months for which a Borrowing Base Certificate is delivered following the Closing Date pursuant to this Section 5.01(l) and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within 4 Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Administrative Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $7,500,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $7,500,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificate will be delivered in connection with any Notice Certificates and Supporting Information at the time of Borrowing delivered following or prior to the transfer consummation of any assets pursuant such Disposition, and (iv) the Borrowers may elect to Section 10.02(xxii)(A) between deliver the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base Certificates and Supporting Information more frequently than the time period specified in order to meet the Availability Conditions. All calculations of Global Availability Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be made by required to continue to deliver the Lead Borrower Borrowing Base Certificate and certified by a Responsible Officer, provided that Supporting Information on such basis for at least 60 days following the Administrative Agent may from time to time review and adjust any date of the first such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesdelivery.

Borrowing Base Certificates. Commencing with the Fiscal Month ending April 30, 2016, by (ix) By the 25th day after the last day of each month ending April 30, 2016, May 31, 2016 and June 30, 2016 and (y) thereafter, the 20th day of each month month, the US Borrower and European Borrowers, respectively (or if such date is not a Business Day, the following Business Day), the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate prepared as of the close of business on the last Business Day of the applicable previous month (Fiscal Month; provided that, (i) during the continuance of a Liquidity Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly Borrowing Base Certificates more frequently (as reasonably determined by Wednesday the Administrative Agent) (or if such date is but not a more frequently than weekly, with delivery required within 4 Business Day, Days after the following Business Day) end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (ia) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (ax) set forth in the most recent weekly report, where possible, and (by) for the most recently ended month Fiscal Month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Collateral Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthFiscal Month) (or, when available, ineligible Accounts set forth in the most recent weekly report). In addition, (ii) in the event that any Loan Party consummates a Subject Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates giving pro forma effect to such Subject Transaction, which shall be effective as of the date of consummation of such Subject Transaction, subject to the limitations set forth in the definitions of “European Borrowing Base” and “US Borrowing Base” and (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificate will be delivered in connection with any Notice Certificates at the time of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower or prior to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesconsummation of such Disposition.

Borrowing Base Certificates. (i) By On the 20th Closing Date and on or before the twentieth day of each month (or if such date is not a Business Day, as of the following Business Dayclose of the previous month), the Lead Borrower shall deliver to the Administrative Agent, and to the Collateral Agent upon its request, (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided thatmonth, during a Liquidity Period, the Lead Borrower shall deliver to and at such other times as the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) may request in its reasonable discretion. All calculations of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered Availability in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate originally shall be made by the Lead Borrower and certified by a Responsible Officer, Officer to the Administrative Agent and the Lenders; provided that the Administrative Agent may from time shall have the right to time review and adjust adjust, in the exercise of its Permitted Discretion, any such calculation (i) to reflect its reasonable estimate of declines in consultation with value of any of the Lead Borrower Collateral described therein and (ii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesamount of the applicable Reserve. In no event shall (a) the U.S. Borrowing Base on any date be deemed to exceed the amount of the U.S. Borrowing Base or (b) the Canadian Borrowing Base on any date be deemed to exceed the amount of the Canadian Borrowing Base, in each case shown on the Borrowing Base Certificate last received by the Administrative Agent prior to such date, as such Borrowing Base Certificate may be adjusted from time to time by the Administrative Agent as herein authorized; provided, further, when Availability is less than $125,000,000the greater of (i) 12.5% of the Line Cap and (ii) $75,000,000, in each case for 5 consecutive Business Days, then the Borrowing Base Certificate will be required to be delivered on each Wednesday of such month (beginning with the Wednesday occurring during the first full calendar week of such month), the Lead Borrower shall deliver to the Administrative Agent, and to the Collateral Agent upon its request, a Borrowing Base Certificate, updated as of the close of business on the last Business Day of the immediately preceding calendar week (it being understood that inventory amounts shown in such Borrowing Base Certificate will be based on the inventory amount for the most recently ended month) unless the Collateral Agent otherwise agrees (or if Wednesday is not a Business Day, on the next succeeding Business Day); provided, further, the Lead Borrower may deliver updates to the Canadian Allocated U.S. Availability component of the Borrowing Base so long as (i) no Liquidity Event is continuing, (ii) such allocation does not occur more than once per month, (iii) any such allocation shall be subject to a Reserve under the U.S. Borrowing Base and (iv) such allocation does not result in an Overadvance; provided, further, with respect to calculation of clause (b) of each of the definitions of “Canadian Borrowing Base” and “U.S. Borrowing Base,” the Lead Borrower shall only be required to provide in the Borrowing Base Certificates the calculation of subclause (x) thereof for the last month of each fiscal quarter, but if at any time when subclause (x) is calculated it becomes the operative prong, then both subclauses (x) and (y) must be calculated on a monthly basis until subclause (y) becomes the operative prong for 3 consecutive months.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower The Borrowers shall deliver to the Administrative Agent Agent: (and a) if no Low Availability Period is in effect, then (i) on or before the Administrative Agent shall promptly deliver same to the Lenders) 15th day of each month, a Borrowing Base Certificate prepared as of the close of business on the last Business Day end of the previous month (provided that, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlymonth, and (ii) such additional Borrowing Base Certificates as and when requested by the amount Agent in writing from time to time in the Agent’s credit judgment, reasonably exercised, or (b) if a Low Availability Period is in effect, then (i) on each Tuesday of Eligible Accounts shown in each week for the period ending Friday of the immediately prior week, a Borrowing Base Certificate as of the end of such prior week, and (ii) if the last calendar day of any month is more than three calendar days prior to a Friday, then on or before the 5th Business Day after the end of such month, an additional Borrowing Base Certificate as of the last day of such month. Together with each such Borrowing Base Certificate will be based on Certificate, the amount Borrowers shall deliver: (1) a schedule of the gross Borrowers’ Accounts set created, credits given, cash collected, and other adjustments to Accounts since the last such schedule; (2) an aging of the Borrower’s Accounts, together with a reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger; (3) an aging of the Borrowers’ accounts payable; (4) a detailed calculation and description of Eligible Petroleum Inventory, the DOE Contract Value, Eligible Cash, Eligible Investments, Eligible In-Transit Petroleum Inventory, First Purchaser Liens, and Paid but Unexpired Letters of Credit; (5) a schedule in reasonable detail setting forth the additions and reductions in the most recent weekly report, less Borrowers’ accounts receivable since delivery of the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated previous Borrowing Base Certificate will be delivered with a reconciliation to the corresponding accounts receivable aging; and (6) Inventory reports by category, together with reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger. Upon request of the Agent, the Borrowers shall deliver: (A) inventory reports by location; (B) copies of invoices in connection with any Notice the Borrowers’ Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Borrowers’ Accounts and for Inventory and Equipment acquired by the Borrowers, purchase orders, and invoices; (C) a statement of Borrowing delivered following the transfer balance of any assets pursuant each intercompany Account, if any; (D) such other reports as to Section 10.02(xxii)(Athe Collateral as the Agent shall reasonably request from time to time; and (E) between with the Credit Parties if delivery of each of the foregoing, a certificate of the Borrower Agent executed by a Financial Officer thereof certifying as to the accuracy and completeness of the foregoing. If the Borrowers’ records or reports of the Collateral are prepared by an accounting service or other agent, the Borrowers hereby authorize such transferred assets would need service or agent to be included in deliver such records, reports, and related documents to the applicable Borrowing Base in order Agent, for distribution to meet the Availability ConditionsLenders. All calculations of Global Availability in any Borrowing Base Certificate (or Interim Borrowing Base Certificate) shall originally be made by the Lead Borrower Agent and certified by a Responsible Financial Officer, ; provided that that: (i) the Administrative Agent may (but shall not be required to) from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve (or any portion thereof); and (ii) upon prior written notice to the Borrower that a Double-Sided Application Period is in effect, and only during each Double-Sided Application Period, the Agent may (but shall not be required to) from time to time review and adjust any such calculation to reduce Eligible Accounts by an amount not greater than collections received in the Dominion Accounts after the effective date of the most recently delivered Borrowing Base Certificate (or Interim Borrowing Base Certificate); provided that during any such period, the Borrower may (but shall not be required to) provide Interim Borrowing Base Certificates to the Agent and the Agent will adjust the calculation of the Borrowing Base to reflect the Eligible Accounts set forth in the most recently delivered Interim Borrowing Base Certificate to the extent constituting Eligible Accounts (subject to further adjustment by the Agent under clause (i) above and pursuant to this clause (ii).

Borrowing Base Certificates. (ix) By so long as Availability is greater than 50% of the Line Cap, by the 20th day after the end of each month (or if such date is not a Business Day, the following Business Day)Fiscal Quarter, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day such Fiscal Quarter and (y) at any time when Availability is less than or equal to 50% of the Line Cap, by the 20th day of each month, the Lead Borrower shall deliver to the Agent (and the Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during in each case, if a Certificate Liquidity PeriodEvent shall have occurred and be continuing, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability the Canadian Available Credit, the U.S. Available Credit, each German Available Credit and Total German Available Credit in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower Borrower, (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in a Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each Fiscal Quarter, the Lead Borrower shall deliver to the Agent (i) an Applicable Margin Certificate setting forth a calculation of the Average Availability for the Fiscal Quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule 2(b) to the Perfection Certificate to reflect all locations of Inventory at the end of the Fiscal Quarter then ended. It is understood that until the delivery of the initial Borrowing Base Certificate hereunder, calculations of the Borrowing Base shall be based on the Borrowing Base Certificate most recently delivered pursuant to the Third Amended Credit Agreement.

Borrowing Base Certificates. (i) By As soon as available but in any event on or prior to the 20th day of each calendar month (or if such date is not a Business Day, the following Business Daymore frequently as required under this Section 5.01(c), Section 5.02(c), Section 5.13 and the Lead Borrower shall second proviso at the end of Section 6.05 and at other time expressly required by the terms hereof), deliver to the Administrative Agent (and the Administrative Agent which shall promptly deliver provide copies of the same to the Lenders) a Borrowing Base Certificate prepared Certificate, which calculates the Borrowing Base, as of the close of business on the last Business Day day of the previous immediately preceding fiscal month (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Administrative Borrower, a subsequent date), together with such supporting information in connection therewith as the Administrative Agent may reasonably request, which may include, without limitation, (i) Inventory reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate, (ii) a reasonably detailed calculation of Eligible Inventory, (iii) a reconciliation of the Borrowers’ Inventory between the amounts shown in the Borrowers’ ledger balance and any Inventory reports delivered pursuant to clause (i) above ABL CREDIT AGREEMENT and (iv) if a Receivables Trigger Event shall have occurred and be continuing, a reasonably detailed aging of the Borrowers’ Accounts that are subject to an applicable Master Intercompany Agreement; provided thatthat if Excess Availability is less than the greater of $30,000,000 and 7.5% of the Commitments at any time, during and in such case continuing until such time as Excess Availability is greater than or equal to $30,000,000 and 7.5% of the Commitments for a Liquidity Periodperiod of 30 consecutive days, as certified by the Lead Borrower shall deliver Borrowers to the Administrative Agent weekly Agent, the Borrowers shall deliver a Borrowing Base Certificates by Certificate and such supporting information on Wednesday of each week (or if such date Wednesday is not a Business Day, on the following next succeeding Business Day) of every week prepared ), as of the close of business on Friday the immediately preceding Saturday, together with such other information in respect of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by Collateral as the Administrative Agent), or more frequently if elected by the Lead Borrower, provided the Aggregate Borrowing Base Agent shall continue to be reported on such more frequent basis for at least three (3) months following any such election)reasonably request; and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates will only be required to be delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability Conditions. All calculations of Global Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation information required to prepare such certificate is reasonably available in light of the Borrowers’ then current reporting systems and shall be prepared based on a methodology (including estimates to the extent such Collateral cannot made in accordance with this Agreement or does not accurately reflect be precisely determined on a weekly basis after the ReservesBorrowers use commercially reasonable efforts to do so) mutually agreed by the Administrative Borrower and Administrative Agent.

Borrowing Base Certificates. (i) By the 20th day of each month (or if such date is not a Business Day, the following Business Day), the Lead Borrower The Borrowers shall deliver to the Administrative Agent and each Co-Collateral Agent (and the Administrative Agent shall promptly deliver same to the Lenders) (i) at all times prior to the commencement of a Trigger Event Period, not later than the twelfth (12th) Business Day after the immediately preceding fiscal month end, a Borrowing Base Certificate prepared as of the close of business of the previous month and (ii) at all times (x) after the occurrence and during the continuation of an Event of Default or (y) after the first date on which Excess Availability for five consecutive Business Days is less than the greater of (i) $65,000,000 or (ii) 12.5% of the lesser of (A) the aggregate Commitments at such time and (B) the Aggregate Borrowing Base at such time, not later than the last Business Day of the previous month (provided thateach week, during a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday (or if such date is not a Business Day, the following Business Day) of every week Certificate prepared as of the close of business on Friday of the previous week, which with such weekly Borrowing Base Certificates shall be (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in standard form unless otherwise a manner consistent with the past practices of the Obligors and reasonably agreed to approved by Agent; provided, that at such time as, in the Administrative Agent)case of clause (x) above, all Events of Default have been waived or more frequently if elected by remedied in accordance with the Lead Borrowerterms of the Loan Documents and, provided in the case of clause (y) above, the date that Excess Availability for a period of 60 consecutive calendar days exceeds the greater of (1) $65,000,000 or (2) 12.5% of the lesser of (I) the aggregate Commitments at such time and (II) the Aggregate Borrowing Base at such time, then the Borrowers shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition of any Revolver Priority Collateral having an aggregate book value in excess of 10% of deliver the then existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect Certificate pursuant to such sale or other disposition (it being understood; provided, further, that clause (i) Inventory amounts shown in above. The Borrower may elect, pursuant to a written irrevocable notice to the Agent, to deliver Borrowing Base Certificates delivered on a weekly basis will be based on during the Inventory amount (a) set forth in fiscal months of October through January 15th of such Fiscal Year, provided that notice of such election is received by the most recent weekly report, where possible, and (b) for Agent no later than the most recently ended month for which 15th of September of such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). In addition, an updated Borrowing Base Certificate will be delivered in connection with any Notice of Borrowing delivered following the transfer of any assets pursuant to Section 10.02(xxii)(A) between the Credit Parties if such transferred assets would need to be included in the applicable Borrowing Base in order to meet the Availability ConditionsFiscal Year. All calculations of Global Tranche A Excess Availability, and the Tranche A-1 Excess Availability and Excess AvailabilityUtilization Amount in any Borrowing Base Certificate shall originally be made by the Lead Borrower Agent and certified by a Responsible OfficerSenior Officer of the Borrower Agent (with such certification to be in such Person’s capacity as a Senior Officer of the Borrower Agent and not in such Person’s individual capacity), provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Lead Borrower Dominion Accounts or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Loan Agreement or does not accurately reflect the ReservesAvailability Reserve.