Common use of Borrowing Base Certificates Clause in Contracts

Borrowing Base Certificates. The Administrative Agent shall have received a US Borrowing Base Certificate and, to the extent the Canadian Borrower intends to borrow a Revolving Loan on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Borrowing Base Certificate, in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agree.

Borrowing Base Certificates. The Administrative By the 25th day of each month, Borrowers shall deliver to Agent (and Agent shall have received promptly deliver same to Lenders) a US Borrowing Base Certificate andprepared as of the close of business of the previous month, and at such other times as Agent may request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and adjust any such calculation (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 Canadian Borrower intends to borrow a Revolving Loan on calculation is not made in accordance with this Agreement or does not accurately reflect the Closing Date (it being understood that if not provided on Availability Reserve. On or before the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided 25th day of each calendar month from and after the Closing Date)date hereof, a Canadian Borrowing Base CertificateBorrowers shall deliver to Agent, in each case at least one (1) Business Day prior the form reasonably acceptable to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing DateAgent, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge reconciliations of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected Borrowers’ Accounts as shown on the Closing Date by the delivery to the First Lien Agent as bailee and agent month-end Borrowing Base Certificate for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate)immediately preceding Fiscal Month to Borrowers’ accounts receivable agings, to Borrowers’ general ledger and to Borrowers’ most recent financial statements and (ii) the granting reconciliations of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans Borrowers’ Inventory as shown on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (orBorrowers’ perpetual inventory, to Borrowers’ general ledger and to Borrowers’ financial statements, all with supporting materials as Agent shall reasonably request. If Borrower Agent deems advisable, Borrowers shall execute and deliver to Agent Borrowing Base Certificates more frequently than monthly. In the extent the Canadian event that Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood Agent furnishes Borrowing Base Certificates more frequently than monthly, Agent and Lenders acknowledge that if not provided on the Closing Date, the Canadian Borrower Inventory and Eligible Inventory amounts shall not only be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreeupdated monthly.

Borrowing Base Certificates. The Administrative Agent Each Borrower shall have received deliver to the Agents, on each Business Day, a US Borrowing Base Certificate andsetting forth, among other things, the Term Loan Borrowing Capacity and the Revolving Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables, and Eligible Private Label and Corporate Accounts (collectively, the “Borrowing Base Collateral”) weekly, such reporting to be updated not later than Wednesday of each week, and reflecting such Borrowing Base Collateral as at the end of the week most recently ended. All calculations of Revolver Excess Availability shall originally be made by the Borrowers and certified by a Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of a Loan Party and not in such Person’s individual capacity); provided that until the Full Payment (as defined in the Revolving Credit Agreement) of the Revolving Loan Debt and the termination of the “Commitments” (as defined in the Revolving Credit Agreement), the Revolving Agent (subject to the limitations contained in the Intercreditor Agreement) may from time to time review and adjust (and thereafter, the Agents may review and adjust) any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral included in any of the Term Loan Borrowing Capacity due to collections received in the Concentration Accounts or to reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the Term Loan Borrowing Capacity; (c) to the extent the Canadian Borrower intends calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserves and (d) to borrow a Revolving Loan on address the Closing Date (it being understood that if not provided on Montrovest LC and any changes to the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Montrovest LC Effective Advance Rate. Each Borrowing Base CertificateCertificate delivered by the Borrowers shall be accompanied by a certificate, in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent form and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or substance satisfactory to the Administrative Agent or such LenderAgents and certified by a Senior Officer, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock balances of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreeDeposit Account.

Borrowing Base Certificates. The Administrative By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers shall deliver to Agent (and Agent shall have received promptly deliver same to Lenders) a US Borrowing Base Certificate prepared as of the close of business of the previous month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as frequently as shall be requested by Agent. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (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 Canadian Borrower intends to borrow a Revolving Loan on calculation is not made in accordance with this Agreement or does not accurately reflect the Closing Date (it being understood that if not provided on the Closing DateAvailability Reserve, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Borrowing Base Certificate, but in each case at least one (1) Business Day prior to the Closing Date. For purposes without duplication of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge factors taken into consideration in determining eligibility of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee relevant Accounts, Inventory, Trucks and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), Machinery and (ii) factors taken into consideration in determining the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreeAvailability Reserve.

Borrowing Base Certificates. The Administrative Agent Each Borrower shall have received deliver to the Agents, on each Business Day, a US Borrowing Base Certificate andsetting forth, among other things, the Term Loan Borrowing Capacity and the Revolving Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables, and Eligible Private Label and Corporate Accounts (collectively, the “Borrowing Base Collateral”) weekly, such reporting to be updated not later than Wednesday of each week, and reflecting such Borrowing Base Collateral as at the end of the week most recently ended. All calculations of Revolver Excess Availability shall originally be made by the Borrowers and certified by a Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of a Loan Party and not in such Person’s individual capacity); provided that until the Full Payment (as defined in the Revolving Credit Agreement) of the Revolving Loan Debt and the termination of the “Commitments” (as defined in the Revolving Credit Agreement), the Revolving Agent (subject to the limitations contained in the Intercreditor Agreement) may from time to time review and adjust (and thereafter, the Agents may review and adjust) any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral included in any of the Term Loan Borrowing Capacity due to collections received in the Concentration Accounts or to reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the Term Loan Borrowing Capacity; and (c) to the extent the Canadian Borrower intends to borrow a Revolving Loan on calculation is not made in accordance with this Agreement or does not accurately reflect the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Availability Reserves. Each Borrowing Base CertificateCertificate delivered by the Borrowers shall be accompanied by a certificate, in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent form and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or substance satisfactory to the Administrative Agent or such LenderAgents and certified by a Senior Officer, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock balances of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreeDeposit Account.

Borrowing Base Certificates. The Administrative Agent shall have received a US Borrowing Base Certificate and, to the extent the Canadian Borrower intends to borrow a Revolving Loan on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Each Borrower shall not be allowed deliver to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Borrowing Base Certificate, in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement Co-Collateral Agent (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or shall promptly deliver same to the Canadian Agent and the Lenders) on each Business Day, a Borrowing Base Certificate setting forth the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables and Eligible Private Label and Corporate Accounts weekly as at the end of the week most recently ended, such Lenderreporting to be updated not later than Wednesday of each week. All calculations of US Revolver Excess Availability, Canadian Revolver Excess Availability, Revolver Excess Availability, Aggregate Revolver Excess Availability, the Term Loan Borrowing Capacity and Loan to Value Reserve shall originally be made by the Borrowers and certified by a Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of a Loan Party and not in such Person’s individual capacity); provided that the Administrative Agent and each Co-Collateral Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be. Notwithstanding , due to collections received in the foregoingConcentration Accounts or to reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be; and (c) to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee calculation is not made in accordance with this Agreement or candoes not be provided on accurately reflect the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date Availability Reserves. Each Borrowing Base Certificate delivered by the delivery Borrowers shall be accompanied by a certificate, in form and substance satisfactory to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely Co-Collateral Agents and certified by a Senior Officer, as to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock balances of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreeDeposit Account.

Borrowing Base Certificates. The Administrative By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers shall deliver to Agent (and Agent shall have received promptly deliver same to Lenders) a US Borrowing Base Certificate prepared as of the close of business of the previous month, and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrower shall deliver a Borrowing Base as frequently as shall be requested by Agent. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (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 Canadian Borrower intends to borrow a Revolving Loan on calculation is not made in accordance with this Agreement or does not accurately reflect the Closing Date (it being understood that if not provided on the Closing DateAvailability Reserve, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Borrowing Base Certificate, but in each case at least one (1) Business Day prior to the Closing Date. For purposes without duplication of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge factors taken into consideration in determining eligibility of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee relevant Accounts, Inventory, Trucks and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), Machinery and (ii) factors taken into consideration in determining the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreeAvailability Reserve.

Borrowing Base Certificates. The Administrative Agent Borrowers shall have received deliver to the Agent: (a) whether or not a US Low Availability Period is in effect, (i) on or before the 15th day of each month, a Borrowing Base Certificate as of the end of the previous month, and (ii) such additional Borrowing Base Certificates as and when requested by the Agent in writing from time to time in the Agent’s credit judgment, reasonably exercised, and (b) if a Low Availability Period is in effect, then on each Tuesday of each week for the period ending Friday of the immediately prior week, a Borrowing Base Certificate as of the end of such prior week. Together with each such Borrowing Base Certificate, 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 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) a detailed listing of accounts payable owing to suppliers of Petroleum Product that are covered by Letters of Credit; (4) a detailed calculation and description of Eligible Petroleum Inventory, 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 Borrowers’ accounts receivable since delivery of the previous Borrowing Base Certificate 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. Together with each Borrowing Base Certificate delivered pursuant to clause (a)(i) above, the Borrowers shall deliver an aging of the Borrowers’ accounts payable. Upon request of the Agent, the Borrowers shall deliver: (A) inventory reports by location; (B) copies of invoices in connection with 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 the balance of each intercompany Account, if any; (D) such other reports as to the Collateral as the Agent shall reasonably request from time to time; and (E) with the 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 service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders. All calculations of Availability in any Borrowing Base Certificate (or Interim Borrowing Base Certificate) shall originally be made by Borrower Agent and certified by a Financial Officer; provided that: (i) the Agent may (but shall not be required to) from time to time review and adjust any such calculation to the extent the Canadian calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve (or any portion thereof); and (ii) upon prior written notice to the Borrower intends to borrow that a Revolving Loan on the Closing Date (it being understood that if not provided on the Closing DateDouble-Sided Application Period is in effect, and only during each Double-Sided Application Period, the Canadian Borrower Agent may (but shall not be allowed required to) from time to borrow a Credit Extension until time review and adjust any such calculation to reduce Eligible Accounts by an amount not greater than collections received in the same is provided Dominion Accounts after the Closing Date), a Canadian effective date of the most recently delivered Borrowing Base Certificate (or Interim Borrowing Base Certificate); provided that during any such period, in each case at least one the Borrower may (1but shall not be required to) Business Day prior provide Interim Borrowing Base Certificates to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment the Agent will adjust the calculation of the Borrowing Base to reflect the Eligible Accounts and Assumption on Eligible Unbilled Accounts set forth in the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, most recently delivered Interim Borrowing Base Certificate to the extent constituting Eligible Accounts and Eligible Unbilled Accounts (subject to further adjustment by the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than Agent under clause (i) a pledge of the Capital Stock of the Lead Borrower above and pursuant to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), this clause (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agree.

Borrowing Base Certificates. The On the Closing Date and on or prior to the twentieth (20th) day of each calendar month thereafter, Borrowers shall deliver to Administrative Agent (and Administrative Agent shall have received promptly deliver same to the Applicable Lenders) a US Borrowing Base Certificate andprepared as of the close of business of the previous calendar month; provided, however, that if the Aggregate Availability of Borrowers is less than $50,000,000 or if an Event of Default then exists, then upon Administrative Agent’s reasonable request, Borrowers shall deliver to Administrative Agent (and Administrative Agent shall upon request from a Lender, promptly deliver to such Lender) a Borrowing Base Certificate on or before the fourth (4th) Business Day of each week, prepared as of the close of business in the last Business Day of the preceding week, until such time as the Aggregate Availability of Borrowers is equal to or exceeds $50,000,000 or such Event of Default is cured or waived. All calculations of Availability or Aggregate Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Responsible Officer; provided that Administrative Agent may from time to time review and adjust any such calculation to the extent the Canadian Borrower intends to borrow a Revolving Loan on the Closing Date (it being understood that if calculation is not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Borrowing Base Certificate, made in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed accordance with this Agreement (or an Assignment and Assumption on does not accurately reflect the Closing Date) shall be deemed to have consented toAvailability Reserve; provided, approved or acceptedfurther, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) that to the extent that any Borrowing Base Certificate does not accurately reflect an Availability Reserve established by Agent in its Credit Judgment, then such inaccuracy shall not result in a breach of the Borrowers’ representations and warranties made with respect to such Borrowing Base Certificate. Each Borrowing Base Certificate shall be sent to the Appropriate Notice Office of Administrative Agent and shall set forth the calculation of the U.S. Borrowing Base in Dollars, and the Canadian Borrowing Base in Canadian Dollars and in Dollars, provided that, in expressing the Canadian Borrowing Base in Dollars on any date, the Dollar amount with reference to another currency shall be equal to the amount of Dollars that Administrative Agent reasonably determines (which determination shall be communicated to Borrower borrows Revolving Loans Agent and shall be conclusive and binding absent manifest error) could be purchased on such date at the applicable Exchange Rate with the other currency. In no event shall the Borrowing Base (or the U.S. Borrowing Base or the Canadian Borrowing Base) or Aggregate Availability on any date be deemed to exceed the amounts shown on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected Borrowing Base Certificate last received by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreedate.

Borrowing Base Certificates. The Each Borrower will furnish (or cause its Borrowers’ Agent to furnish) to the applicable Administrative Agent shall have received and the Security Agents: (i) as soon as available and in any event within 20 days after the end of each calendar month, a US Borrowing Base Certificate andas of the close of business on the last Business Day of such calendar month, calculating and certifying the Borrowing Base of such Borrower as of the end of such calendar month, in each case in form and substance satisfactory to each Security Agent; provided that such Borrowing Base Certificate shall be furnished to the extent applicable Administrative Agent and the Security Agents by each U.S. Borrower (or its Borrowers’ Agent) and the Canadian Borrower intends (or its Borrowers’ Agent), as soon as available and in any event within two Business Days after the end of each calendar week (each calendar week deemed, for purposes hereof, to borrow end on a Revolving Loan Friday) at the end of which (x) the sum of the U.S. Total Outstanding Amount plus the Canadian Total Outstanding Amount exceeds (y) 90% of the sum of U.S. Maximum Availability plus Canadian Maximum Availability (such Borrowing Base Certificate to be calculated as of the close of business on the Closing Date Friday of such calendar week); and (it being understood that if not provided on ii) concurrently with each delivery of a Borrowing Base Certificate of any Borrower under clause (i) above, a certificate of a Financial Officer of such Borrower setting forth reasonably detailed calculations of (x) the Closing Date, Canadian Secured Derivative Obligations in the case of the Canadian Borrower shall not and (y) the U.S. Secured Derivative Obligations in the case of a U.S. Borrower in each case as of the date for which the Borrowing Base is required to be allowed to borrow calculated in accordance with clause (i) above; and (iii) within two Business Days of any request therefor, such information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as any Lender may reasonably request; and (iv) concurrently with each delivery of a Credit Extension until Borrowing Base Certificate of any Borrower under clause (i) above, a certificate of a Financial Officer of the Company (an “Individual Borrowing Base Certificate”) calculating in reasonable detail and certifying, in each case as of the same date covered in the corresponding Borrowing Base Certificate delivered under clause (i) above, (x) the Individual Borrowing Base (as defined below) of such Borrower, (y) the Deemed Loan Amount (as defined below) of such Borrower and (z) the aggregate outstanding amount of Letter of Credit Liabilities under Letters of Credit in respect of which such Borrower is the account party; provided after that, for purposes hereof on any date of determination, any Borrower’s “Deemed Loan Amount” shall be an amount equal to the Closing Datesum of (1) the aggregate outstanding amount of Loans and Swingline Loans made to such Borrower hereunder, plus (2) the aggregate amount of intercompany advances to such Borrower from the other Borrowers outstanding as of such date in respect of Loans and/or Swingline Loans, less (3) the aggregate amount of intercompany advances from such Borrower to the other Borrowers outstanding as of such date in respect of Loans and/or Swingline Loans. As used herein, the term “Individual Borrowing Base” of any Borrower refers to the Borrowing Base of such Borrower calculated as if (x) each component thereof excluded amounts attributable to any Credit Party other than such Borrower and (y) the Suppressed Residual Value were included only in the Borrowing Base of JTR. At no time shall the Individual Borrowing Base of any Borrower (other than the Company), a Canadian as set forth in such Borrower’s Individual Borrowing Base Certificate, in each case at least one (1) Business Day prior to be less than the Closing Date. For purposes sum of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and Borrower’s Deemed Loan Amount plus (B) to the extent that aggregate outstanding amount of Letter of Credit Liabilities under Letters of Credit in respect of which such Borrower is the Canadian Borrower borrows Revolving Loans on the Closing Dateaccount party, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law as such amounts are set forth in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreeBorrower’s Individual Borrowing Base Certificate.

Borrowing Base Certificates. The Administrative From time to time as specified herein the Borrower shall furnish to the Agent a certificate ("Borrowing Base Certificate") substantially in the form of Exhibit D hereto, appropriately completed, signed by a Responsible Officer of the Borrower and setting forth the Borrowing Base and the other information required therein. Borrowing Base Certificates shall have received be delivered to the Agent: (i) on the first Business Day of each calendar quarter, and if on any day during any calendar month Revolving Credit Loans are outstanding, on the first Business Day of the next succeeding month; (ii) as required by Section 2.16(c) hereof; and (iii) not later than two Business Days after the reasonable request therefor by the Agent at the direction of the Required Lenders from time to time. To the extent the Borrower is required to deliver a US Borrowing Base Certificate and, on a particular day (A) the Eligible Receivables reflected on such Borrowing Base Certificate and the Net Value applicable thereto shall be determined as of a day (which shall be specified in the Borrowing Base Certificate) not earlier than the Business Day before the day the Borrower is required to the extent the Canadian Borrower intends to borrow a Revolving Loan on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian deliver such Borrowing Base Certificate, in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans Eligible Inventory reflected on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (such Borrowing Base Certificate and the perfection thereof solely Net Value applicable thereto shall be determined as of a day (which shall be specified in the Borrowing Base Certificate) not earlier than the Business Day before the day the Borrower is required to the extent deliver such Liens Borrowing Base Certificate, PROVIDED, however, that such date of determination may be perfected by a day not earlier than 40 days before the filing day the Borrower is required to deliver such Borrowing Base Certificate, if the Borrowing Base Certificate includes certification that there has been no material decrease in the Net Value of Eligible Inventory since such specified date. The Borrowing Base set forth in any such Borrowing Base Certificate shall be effective until delivery of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreesubsequent Borrowing Base Certificate.

Borrowing Base Certificates. The Administrative Obligors shall deliver to Agent (and Agent shall have received promptly deliver same to Lenders) (i) by the fifteenth (15th) day of each calendar month, and at such other times as Agent may request, a US Revolver Borrowing Base Certificate and a Term Loan Borrowing Base Certificate setting forth the amounts of Accounts, Inventory, Eligible Accounts, Eligible Inventory, the Accounts Formula Amount, the Inventory Formula Amount, the status of Priority Payables, the Term Loan Push Down Reserve, the Availability Reserve, the Revolver Borrowing Base, the Term Loan Borrowing Base, the Revolver Exposure and Availability as of the most recently ended Fiscal Month, and (ii) at any time Availability falls below the Reporting Frequency Increase Trigger Amount, by Wednesday of each week, an updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate (which updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate shall include updated calculations of the Revolver Borrowing Base, Term Loan Borrowing Base, the Term Loan Push Down Reserve, Availability and the status of Priority Payables as of the end of the most recently ended week based solely upon sales, collections and Loan activity since the last day of the Fiscal Month for which a monthly Revolver Borrowing Base Certificate and a monthly Term Loan Borrowing Base shall have been prepared). All calculations of Availability in any Revolver Borrowing Base Certificate and/or Term Loan Borrowing Base Certificate shall originally be made by Obligors and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, adjust any such calculation (a) to reflect its estimate of declines in value of any Collateral, due to collections received or otherwise; (b) to the extent Agent believes that the calculation was not made in accordance with this Agreement or does not accurately reflect the Availability Reserve; or (c) to the extent the Canadian Borrower intends to borrow a Revolving Term Loan on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Borrowing Base Certificate, in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative advised Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on calculation does not accurately reflect the Closing Date, the Canadian Term Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreePush Down Reserve.

Borrowing Base Certificates. The Administrative (a) As soon as available, but in any event within thirty (30) days after the end of each calendar month, the Loan Party Agents shall deliver to the Agent Borrowing Base Certificates covering each Borrowing Base and supporting information in connection therewith (including information regarding any retention of title from vendors to any Singapore Borrower or UK Borrower), provided that (i) the Loan Party Agents will be required to furnish Borrowing Base Certificates and supporting information in connection therewith within three (3) Business Days after the end of each calendar week as of the end of such calendar week during which a FCCR Test Event is continuing, (ii) within three (3) Business Days after consummation of any sale or disposition of Accounts or Inventory not in the Ordinary Course of Business resulting in net proceeds exceeding $5,000,000 (individually or in the aggregate for all such sales and dispositions since the date of the most recent Borrowing Base Certificates), the Loan Party Agents shall have received a US deliver an updated Borrowing Base Certificate andgiving effect to any such sale or disposition and (iii) the Borrowers may not reallocate the Foreign Allocated U.S. Availability component of any Foreign Borrower’s Borrowing Base if such reallocation would result in an Overadvance for such Foreign Borrower. Borrowing Base Certificates for Foreign Borrowers shall calculate an individual Borrowing Base for each Foreign Borrower on a stand alone basis, provided, that UK Borrowers that have satisfied the UK Combined Borrowing Base Condition may deliver a combined Borrowing Base Certificate for such UK Borrowers. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrowers and certified by a Senior Officer of the applicable Loan Party Agent, provided that the Agent may from time to time review and adjust any such calculation (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 and to impose additional reserves in its Permitted Discretion to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the Canadian Borrower intends to borrow a Revolving Loan on calculation is not made in accordance with this Agreement or does not accurately reflect the Closing Date Reserves. (it being understood that b) Concurrently with the delivery of each quarterly Compliance Certificate (or more frequently if not provided on requested in the Closing DateAgent’s discretion), the Canadian Borrower North American Loan Party Agent shall not be allowed deliver to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Agent an Indenture Borrowing Base Certificate, Certificate and supporting information in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreeconnection therewith.

Borrowing Base Certificates. The Administrative 8.1.1. Term Borrowing Base Certificate. By the Reporting Trigger Date, Borrowers shall deliver to Agent (and Agent shall have received promptly deliver same to Lenders) a US Term Borrowing Base Certificate andprepared as of the close of business of the previous week or month, as applicable, and at such other times as Agent may reasonably request in its Permitted Discretion. All calculations in any Term Borrowing Base Certificate shall originally be made by Obligors and certified by a Senior Officer, provided that Agent may from time to time in its Permitted Discretion review and adjust any such calculation (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 Canadian Borrower intends calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, Reserves, or the Availability Block. 8.1.2. ABL Borrowing Base Certificates. By the Reporting Trigger Date, Borrowers shall deliver to borrow Agent (and Agent shall promptly deliver same to Lenders) the ABL Borrowing Base Certificates prepared as of the close of business of the previous week or month, as applicable, and at such other times as Agent may reasonably request in its Permitted Discretion. All calculations in any ABL Borrowing Base Certificate (including of ABL Availability, ABL UK Availability and ABL US Availability) shall originally be made by Obligors and certified by a Revolving Senior Officer, provided that until the Full Payment (as defined in the ABL Revolver Loan Agreement as in effect on the Closing Date (it being understood that if not provided on date hereof) of ABL Revolver Obligations and the Closing Datetermination of the ABL Revolver Commitments, the Canadian Borrower shall not be allowed ABL Revolver Agent (subject to borrow a Credit Extension until the same is provided after limitations set forth in the Closing Date)Intercreditor Agreement and, a Canadian Borrowing Base Certificatewith respect to the Term Loan Deficiency Reserve, in each case at least one accordance with any notice provided by the Agent under the Intercreditor Agreement) may from time to time in its Permitted Discretion review and after consultation with the Borrowers adjust (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunderand after such Full Payment, the Administrative Agent may review and each Lender that has executed this Agreement adjust) any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or an Assignment otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and Assumption on the Closing Dateother factors affecting Collateral; and (c) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee calculation is not made in accordance with this Agreement, as set forth in the ABL Revolver Loan Agreement or candoes not be provided accurately reflect the Availability Reserve, the UK Availability Reserve, the US Availability Reserve, the Term Loan Deficiency Reserve, the UK Term Loan Deficiency Reserve, or the US Term Loan Deficiency Reserve, or the “Temporary Availability Block” (as such term is defined in the ABL Revolver Loan Agreement as in effect on the Closing Date (other than (idate hereof) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent whether as bailee and agent for the Administrative Agent of a stock required hereunder or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently connection with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the ABL Revolver Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreeAgreement.

Borrowing Base Certificates. The Administrative Agent shall have received a US Borrowing Base Certificate and, to the extent the Canadian Borrower intends to borrow a Revolving Loan on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Each Borrower shall not be allowed deliver to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Borrowing Base Certificate, in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement Co-Collateral Agent (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or shall promptly deliver same to the Canadian Agent and the Lenders) on each Business Day, a Borrowing Base Certificate setting forth the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables and Eligible Private Label and Corporate Accounts weekly as at the end of the week most recently ended, such Lenderreporting to be updated not later than Wednesday of each week. All calculations of US Revolver Excess Availability, Canadian Revolver Excess Availability, Revolver Excess Availability, Aggregate Revolver Excess Availability, the Term Loan Borrowing Capacity and Loan to Value Reserve shall originally be made by the Borrowers and certified by a Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of a Loan Party and not in such Person’s individual capacity); provided that the Administrative Agent and each Co-Collateral Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be. Notwithstanding , due to collections received in the foregoingConcentration Accounts or to reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be; and (c) to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee calculation is not made in accordance with this Agreement or candoes not be provided on accurately reflect the Closing Date Availability Reserves[; and (other than (id) a pledge of to address the Capital Stock of the Lead Borrower Montrovest LC and any changes to the extent such pledge may be perfected on the Closing Date Montrovest LC Effective Advance Rate]. Each Borrowing Base Certificate delivered by the delivery Borrowers shall be accompanied by a certificate, in form and substance satisfactory to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely Co-Collateral Agents and certified by a Senior Officer, as to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock balances of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreeDeposit Account.

Borrowing Base Certificates. The Administrative On the date of the initial Revolving Credit Loan made hereunder and from time to time thereafter as specified herein, including without limitation during the period of amortization described in Section 2.01(d) hereof, the Borrower shall furnish to the Agent a certificate ("Borrowing Base Certificate") substantially in the form of Exhibit D hereto, appropriately completed, signed by a Responsible Officer of the Borrower and setting forth the Borrowing Base and the other information required therein. Borrowing Base Certificates shall have received be delivered to the Agent: (i) on the first Business Day of each month after the date of the initial Revolving Credit Loan made hereunder; (ii) as required by Section 2.16(c) hereof; and (iii) not later than two Business Days after the reasonable request therefor by the Agent or the Required Lenders from time to time. To the extent the Borrower is required to deliver a US Borrowing Base Certificate and, on a particular day (A) the Eligible Receivables reflected on such Borrowing Base Certificate and the Net Value applicable thereto shall be determined as of a day (which shall be specified in the Borrowing Base Certificate) not earlier than the Business Day before the day the Borrower is required to the extent the Canadian Borrower intends to borrow a Revolving Loan on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian deliver such Borrowing Base Certificate, in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans Eligible Inventory reflected on the Closing Date, the Canadian Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (such Borrowing Base Certificate and the perfection thereof solely Net Value applicable thereto shall be determined as of a day (which shall be specified in the Borrowing Base Certificate) not earlier than the Business Day before the day the Borrower is required to the extent deliver such Liens Borrowing Base Certificate, provided, however, that such date of determination may be perfected by a day not earlier than 40 days before the filing day the Borrower is required to deliver such Borrowing Base Certificate, if the Borrowing Base Certificate includes certification that there has been no material decrease in the Net Value of Eligible Inventory since such specified date. The Borrowing Base set forth in any such Borrowing Base Certificate shall be effective until delivery of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreesubsequent Borrowing Base Certificate.

Borrowing Base Certificates. The Administrative Obligors shall deliver to Agent (and Agent shall have received promptly deliver same to Lenders) (i) by the fifteenth (15th) day of each calendar month, and at such other times as Agent may request, a US Revolver Borrowing Base Certificate and a Term Loan Borrowing Base Certificate setting forth the amounts of Accounts, Inventory, Eligible Accounts, Eligible Inventory, the Accounts Formula Amount, the Inventory Formula Amount, the IP Formula Amount, the Equipment Formula Amount, the Term Loan Push Down Reserve, the Availability Reserve, the Revolver Borrowing Base, the Term Loan Borrowing Base, the Revolver Exposure, the Term Loan Exposure, Availability as of the most recently ended Fiscal Month, and the status of Priority Payables, and (ii) at any time Availability falls below the Reporting Frequency Increase Trigger Amount, by Wednesday of each week, an updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate (which updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate shall include updated calculations of the Revolver Borrowing Base, Term Loan Borrowing Base, the Term Loan Push Down Reserve, Availability as of the end of the most recently ended week based solely upon sales, collections and Loan activity since the last day of the Fiscal Month for which a monthly Revolver Borrowing Base Certificate and a monthly Term Loan Borrowing Base shall have been prepared), and the status of Priority Payables. All calculations of Availability in any Revolver Borrowing Base Certificate and/or Term Loan Borrowing Base Certificate shall originally be made by Obligors and certified by a Senior Officer; provided, that Agent may from time to time review and, in its Permitted Discretion, adjust any such calculation (a) to reflect its estimate of declines in value of any Collateral, due to collections received or otherwise; (b) to the extent Agent believes that the calculation was not made in accordance with this Agreement or does not accurately reflect the Availability Reserve; or (c) to the extent the Canadian Agent has advised Borrower intends to borrow a Revolving Loan on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), a Canadian Borrowing Base Certificate, in each case at least one (1) Business Day prior to the Closing Date. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Revolver Agent or such Lender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Lead Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) the granting of liens in the Collateral owned by (A) Holdings, the Lead Borrower and each US Subsidiary Guarantor pursuant to a New York law security agreement (and the perfection thereof solely to the extent such liens may be perfected by the filing of a UCC-1 financing statement) and (B) to the extent that the Canadian Borrower borrows Revolving Loans on calculation does not accurately reflect the Closing Date, the Canadian Term Loan Parties pursuant to a security agreement pursuant to applicable law in Canada (and the perfection thereof solely to the extent such Liens may be perfected by the filing of a PPSA financing statement) (iii) a pledge of the Capital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial US Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial US Borrower to procure delivery thereof without undue burden or expense, and (iv) the Guarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary (or, to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date (it being understood that if not provided on the Closing Date, the Canadian Borrower shall not be allowed to borrow a Credit Extension until the same is provided after the Closing Date), each Canadian Loan Party)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability of the Initial Revolving Facility on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the Closing Date or such later date as the Administrative Agent may reasonably agreePush Down Reserve.