Common use of Borrowing Base Certificates Clause in Contracts

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.

Borrowing Base Certificates. (i) By the 20th day after the end of each fiscal month, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided thatthat (i) until the Closing Date Borrowing Base Termination Date, such Borrowing Base Certificate may state that the Borrowing Base is equal to the sum of (x) the Borrowing Base calculated solely with respect to the ATS Borrowers as of the close of business on the last Business Day of the previous month and (y) $7,500,000 (the “Closing Date Borrowing Base”) and (ii) during an Increased Reporting a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent, or more frequently if elected by Lead Borrower, provided the Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition outside the ordinary course of business in a single transaction or series of related transactions of any Revolver Priority Collateral having an aggregate book value in excess of 10% of the then-existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x1) set forth in the most recent weekly report, where possible, and (y2) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts and Eligible Due from Agent Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Borrower The Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a quarterly Borrowing Base Certificate Certificates within 20 days of the fiscal quarter then ended prepared as of the close of business on the last Business Day of the previous fiscal quarter (provided that (1) during a Monthly Reporting Period, the Borrowers shall deliver to the Administrative Agent monthly Borrowing Base Certificates by the 20th day of each month prepared as of the close of business on the last Business Day of the previous month or (provided that, during an Increased Reporting Period2) a Liquidity Event shall have occurred and be continuing, the Borrower Borrowers shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (xa) set forth in the most recent weekly report, where possible, and (yb) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower Borrowers and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending June 30, 2012), the Borrowers shall deliver (i) to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of the Average Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule O to the Collateral Questionnaire to reflect all locations of Inventory at the end of the fiscal quarter then ended.

Borrowing Base Certificates. By Prior to the 20th day occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the end 12th Business Day of each fiscal month, the Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the last second Business Day of the previous month (provided thateach week, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificates by Wednesday of every week Certificate prepared as of the close of business on of Friday of the previous immediately preceding week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise and at such other times as Agent may reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month)request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified signed by a Responsible OfficerSenior Officer or the Controller of Borrower Agent or its general partner, provided that the Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Borrower Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).

Borrowing Base Certificates. By (a) On or prior to the 20th day 10th Business Day after the end last day of each fiscal month, month (or more frequently as the Borrower shall deliver to may elect, so long as the Administrative Agent (and frequency of delivery is maintained by the Administrative Agent shall promptly deliver same to Borrower for the Lenders) immediately following 60 day period), a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous immediately preceding month (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower’s, a subsequent date), together with such supporting information in connection therewith, which supporting information shall be limited to (A) a reasonably detailed calculation of Eligible Trade Receivables and Eligible Credit Card Receivables, (B) a reasonably detailed aging of the Loan Parties’ Accounts and a reconciliation to the corresponding Borrowing Base Certificate and (C) an Excess Availability calculation; provided that, that upon the occurrence and during the continuance of an Increased Reporting PeriodEvent, the Borrower shall deliver to the Administrative Agent weekly a Borrowing Base Certificates by Wednesday Certificate and such supporting information as is reasonably practicable to provide on a weekly basis on the third Business Day of every week prepared each week, as of the close of business on Friday the immediately preceding Friday; provided, further, that on or prior to the date of the previous week, which weekly consummation of a Disposition of Eligible Trade Receivables and/or Eligible Credit Card Receivables that constitute 10.0% or more of the aggregate Borrowing Base Certificates permitted under Section 7.05, the Borrower shall deliver an updated Borrowing Base Certificate giving pro forma effect to such Disposition; provided, further, that in the event there is material error or material miscalculation in a Borrowing Base Certificate that affects the calculation of the Borrowing Base, the Borrower shall be in standard form unless otherwise required to provide an updated Borrowing Base Certificate within five (5) Business Days after receiving notification of such error or miscalculation from the Administrative Agent (or such later date as reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.

Borrowing Base Certificates. (a) By the 20th day after the end of each fiscal month, the Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on of the last previous month, with such weekly updates as the Administrative Agent may request; provided that during a Trigger Period (Reporting), Borrower Agent shall, by the fourth Business Day of the previous month (provided thateach week, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly (and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificates by Wednesday of every week Certificate prepared as of the close of business on Friday of the previous week; provided, which weekly Borrowing Base Certificates further, that in no event shall ineligibles be in standard form unless otherwise reasonably agreed required to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates be delivered more frequently than on a weekly monthly basis will (except upon the occurrence and during the continuance of an Event of Default, in which case reporting may be based required more frequently than on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal montha monthly basis). All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Agent and certified by a Responsible OfficerOfficer of Borrower Agent, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Borrower Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral (a determination to be made by the Administrative Agent in its Permitted Discretion); and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. (b) Within 20 days after the end of each calendar month, Borrowers shall have delivered to the Administrative Agent, in form and detail satisfactory to the Administrative Agent and the Required Lenders, (i) a listing of each Borrower’s trade payables, specifying the trade creditor and balance due, a detailed listing of each Borrower’s accrued payables, a detailed trade payable aging and a listing of each Borrower’s outstanding checks; and (ii) a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name, amount, invoice date and due date. (c) Within 20 days after the end of each fiscal quarter, a certificate substantially in the form attached as Exhibit L, executed by the chief financial officer of Pacer setting forth the Average Quarterly Availability for such fiscal quarter and information reasonably satisfactory to Administrative Agent supporting the information set forth in such certificate.

Borrowing Base Certificates. By the 20th day after the end of each fiscal monthmonth (or on the succeeding Business Day, if the Borrower applicable day is not a Business Day), Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided thatmonth, and during an Increased Reporting Period, the Borrower any Trigger Period Borrowers shall also deliver to the Administrative Agent weekly (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificates by Wednesday Certificate on a weekly basis, and in no event later than the 5th day of every week each week, prepared as of the close of business on Friday the last day of the previous preceding week; provided, which weekly Borrowing Base Certificates however, that during any period when an Event of Default exists, Borrowers shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on deliver a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will as frequently as shall be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month)requested by Agent. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Responsible Senior Officer, provided that the Administrative Agent may from time to time review and 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 consultation with value of any Collateral, due to collections received in the Borrower Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve, but in each case without duplication of (i) factors taken into consideration in determining eligibility of the relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Availability Reserve.

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

Borrowing Base Certificates. By the 20th 15th day after of the month following the end of each fiscal month, the Borrower Fiscal Quarter Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided just ended Fiscal Quarter or, after an Event of Default, at such other times as Agent may request; provided, that, during an Increased Reporting Periodat any time Borrowings are outstanding, the Agent may require, upon prior notice to Borrower Agent, that Borrowers shall deliver to Agent by the Administrative Agent weekly 15th day of each month following the end of the prior month a Borrowing Base Certificates by Wednesday of every week Certificate prepared as of the close of business on Friday for the month just ended; provided, further, that, during any Reporting Trigger Period, Borrowers shall deliver to Agent by the third Business Day of each week following the end of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on prior week a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount prepared as of the gross Accounts set forth in the most recent weekly report, less the amount close of ineligible Accounts reported business for the most recently ended fiscal month)week just ended. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Agent and certified by a Responsible Senior Officer, ; provided that the Administrative 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 consultation with value of any Collateral, due to collections received in the Borrower Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve; provided, further that, if Agent shall make any such adjustment to any such calculation Agent shall provide Borrower Agent with a statement setting forth the basis for such adjustment.

Borrowing Base Certificates. By (i) On or before the 20th last day of each month from and after the end of each fiscal monthdate hereof, the Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same Collateral Agent, in form acceptable to the Lenders) Collateral Agent, a Borrowing Base Certificate prepared as of the close last day of business the immediately preceding month, with such supporting materials as Collateral Agent shall reasonably request. If Collateral Agent shall request at any time (i) an Event of Default has occurred and is continuing or (ii) following an Excess Availability Triggering Event and continuing until the Cure Date or following the occurrence of a Default or Event of Default and so long as it is continuing, the Borrowers shall execute and deliver to Collateral Agent Borrowing Base Certificates on or before the last third (3rd) Business Day of the previous month each week, provided that any referenced amounts with respect to unbilled Accounts will continue to be updated monthly. (provided that, during an Increased Reporting Periodii) Together with each delivery of a Borrowing Base Certificate, the Borrower Representative shall deliver to Collateral Agent, in the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as form reasonably acceptable to Collateral Agent, a detailed accounts receivable and accounts payable aging of the close Borrowers’ accounts aged by invoice date, account roll- forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, unbilled accrued receivables report, unapplied deposits report, unbilled accrued payables reports, deferred revenue report, detailed list of business on Friday Eligible Accounts and Eligible Unbilled Accounts, access to review new major contracts (MSAs and scope of the previous weekwork arrangements), which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed sales tax accruals and a reconciliation to by the Administrative Agent; it being understood that (i) Inventory amounts shown in Bxxxxxxx’s general ledger and the Borrowing Base Certificates Certificate delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower as of such date and certified by a Responsible Officer, provided that the Administrative to such Borrower’s most recent financial statements and all with supporting information and materials as Collateral Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesshall reasonably request.

Borrowing Base Certificates. By Commencing with the Fiscal Month ending April 30, 2016, by (x) the 25th day after the last day of each month ending April 30, 2016, May 31, 2016 and June 30, 2016 and (y) thereafter, the 20th day after the end of each fiscal month, the US Borrower, Canadian Borrowers and European Borrowers, respectively (or the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate prepared as of the close of business on the last Business Day of the applicable previous month (Fiscal Month; provided that, (i) during an Increased Reporting the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly Borrowing Base Certificates more frequently (as reasonably determined by Wednesday the Administrative Agent) (but not more frequently than weekly, with delivery required within 4 Business Days after the end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (ia) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month Fiscal Month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Collateral Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal monthFiscal Month) (or, when available, ineligible Accounts set forth in the most recent weekly report). All calculations , (ii) in the event that any Loan Party consummates a Subject Transaction, the Lead Borrower may deliver an updated version of Availability in any the relevant Borrowing Base Certificate or Borrowing Base Certificates giving pro forma effect to such Subject Transaction, which shall be made effective as of the date of consummation of such Subject Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base”, “European Borrowing Base” and “US Borrowing Base” and (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower and certified designates (or redesignates) any subsidiary with a value (as reasonably determined by a Responsible Officerthe Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, provided that the Administrative Agent may from Lead Borrower shall deliver updated Borrowing Base Certificates at the time to time review and adjust any such calculation in consultation with the Borrower of or prior to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesconsummation of such Disposition.

Borrowing Base Certificates. By (i) On or prior to the 20th 15th calendar day of each calendar month, beginning with the first calendar month ending after the end of each fiscal monthClosing Date (or if such day is not a Business Day, the next succeeding Business Day) and at such other times as the Administrative Agent or the Required Lenders may reasonably require, the Parent Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared (each a “Monthly Borrowing Base Certificate”) showing the Borrowing Base and the calculation of Excess Availability and Specified Excess Availability as of the close of business on the last Business Day day of the previous month immediately preceding calendar month, with each such Monthly Borrowing Base Certificate to be certified as complete and correct in all material respects on behalf of the Parent Borrower by a Responsible Officer of the Parent Borrower; (provided that, ii) at any time during an Increased Reporting Periodthe continuance of a Liquidity Condition, the Parent Borrower shall deliver to the Administrative Agent weekly a Borrowing Base Certificate (each a “Weekly Borrowing Base Certificate”) showing the Parent Borrower’s reasonable estimate (which shall be based on the most current accounts receivable aging reasonably available and shall be calculated in a consistent manner with the most recent Monthly Borrowing Base Certificates by Wednesday delivered pursuant to this Section) of every week prepared the Borrowing Base and the calculation of Excess Availability and Specified Excess Availability as of the close of business on Friday the last day of the previous immediately preceding calendar week, which weekly Borrowing Base Certificates which, unless the Administrative Agent otherwise agrees, shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that furnished on Wednesday of each week (i) Inventory amounts shown in the Borrowing Base Certificates delivered on or, if Wednesday is not a weekly basis will be based Business Day, on the Inventory amount next succeeding Business Day); (iii) on or prior to the date of the consummation of any disposition of Eligible Accounts in excess of the lesser of (x) set forth in 10% of the most recent weekly report, where possible, Aggregate Revolving Credit Commitments and (y) for 10% of the most recently ended fiscal month for which Borrowing Base at such information is available with regard time, the Parent Borrower shall deliver to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Administrative Agent an updated Borrowing Base Certificate will be based on the amount of the gross Accounts set forth giving pro forma effect to such disposition and (iv) in the most recent weekly reportevent there is a material error or miscalculation in a Borrowing Base Certificate, less the amount of ineligible Accounts reported for Parent Borrower shall deliver to the most recently ended fiscal month). All calculations of Availability in any Administrative Agent an updated Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that within three (3) Business Days after receiving notification of such error or miscalculation from the Administrative Agent may from time to time review and adjust any such calculation in consultation with Agent. In addition, the Parent Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesshall deliver each Borrowing Base Certificate required by Section 6.13(b).

Borrowing Base Certificates. By The Administrative Agent shall have received a US Borrowing Base Certificate and, to the 20th day 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 end Closing Date), a Canadian Borrowing Base Certificate, in each case at least one (1) Business Day prior to the Closing Date. For purposes of each fiscal monthdetermining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Revolving Loans hereunder, the Borrower Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall deliver 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 Administrative Agent shall promptly deliver same perfection thereof solely to the Lendersextent 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 Borrowing Base Certificate prepared as pledge of the close Capital Stock of business each Subsidiary Guarantor to the extent such pledge may be perfected on the last Business Day of Closing Date by the previous month (provided that, during an Increased Reporting Period, delivery to the Borrower shall deliver to First Lien Agent as bailee and agent for the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as 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 close Transactions on the Closing Date after use of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to commercially reasonable efforts by the Administrative Agent; 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 (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based if not provided on the Inventory amount 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 (xand/or perfection) set forth in of such Collateral and/or Guarantee shall not constitute a condition precedent to the most recent weekly report, where possible, and (y) for availability of the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based Initial Revolving Facility on the amount of Closing Date but may instead be provided (and/or perfected) within ninety (90) days after the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that Closing Date or such later date as the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesreasonably agree.

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

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

Borrowing Base Certificates. (i) By the 20th day after the end of each fiscal monthmonth (or if such date is not a Business Day, the following Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous fiscal month (provided that, during an Increased Reporting a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday the third Business Day of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent), or more frequently if elected by the Lead Borrower, provided that the Aggregate Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election; it being understood and (ii) upon any sale or other disposition of any ABL Collateral comprising more than 10% of the then existing Aggregate Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition; provided, further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (xa) set forth in the most recent weekly report, where possible, and (yb) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.”

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

Borrowing Base Certificates. By (a) The Borrower shall furnish the 20th Lenders with Borrowing Base Certificates on a monthly basis (each a “Monthly Borrowing Base Certificate”) on or before the 15th day after the end (whether or not a Business Day) of each fiscal month, month setting forth the Borrower shall deliver to calculation of the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided thatimmediately preceding month, during an Increased Reporting Periodduly completed and executed by a Authorized Officer, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed. In addition, together with each Monthly Borrowing Base Certificate, the Borrower shall deliver furnish to the Administrative Agent weekly Borrowing Base Certificates Lenders cash balances in bank accounts maintained (and if requested by Wednesday of every week prepared as any Lender, bank account statements, if available) by each Excluded Subsidiary for each day of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information Monthly Borrowing Base Certificate is available being delivered. (b) Commencing with regard the fifteen (15) day period for the month of March ending on March 15, 2024, the Borrower shall furnish the Lenders with Borrowing Base Certificates for the period from the first calendar day (whether or not a Business Day) of each month through the fifteenth (15th) calendar day (whether or not a Business Day) of each month (each a “Interim Mid-Month Borrowing Base Certificate”) not later than the date that is the 22nd of such month (whether or not a Business Day) setting forth the calculation of the Borrowing Base as of the fifteenth (15th) calendar day of each such month, duly completed and executed by a Authorized Officer, together with all schedules required pursuant to locations where it is impracticable to report Inventory more frequently, and the terms of the Borrowing Base Certificate duly completed (ii) the amount of Eligible Accounts shown in first such Borrowing Base Certificate will under this Section 3.02(b) shall be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported issued for the most recently ended fiscal monthfifteen (15) calendar day period ending March 15, 2024 and delivered on or prior to March 22, 2024). All calculations . (c) Commencing with the last day for the month of Availability March 2024 ending on March 31, 2024, the Borrower shall furnish the Lenders with an aging accounts receivable schedule, inventory detail and any intercompany transactions on a monthly basis which shall be prepared in any a Borrowing Base format that assumes other input remains constant from the prior Monthly Borrowing Base Certificate (each an “Interim Monthly Borrowing Base Roll-Forward”) on or before the 7th day (whether or not a Business Day) of each month, commencing with the April 7, 2024 for the month ending March 31, 2024 (and each calendar month thereafter) (whether or not a Business Day) of the immediately preceding month, dxxx completed and executed by a Authorized Officer, (first such Interim Monthly Borrowing Base Roll-Forward to be provided under this Section 3.02(c) shall be made by issued for the Borrower calendar month ending March 31, 2024 and certified by delivered on or prior to April 7, 2024 (whether or not a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesBusiness Day)).

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared each month, on the 15th day of such month, in which the Borrowing Base shall be calculated as of the close of business on the last Business Day day of the previous immediately preceding month (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly each a “Monthly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous weekCertificate”); provided, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood however, that (i) Inventory amounts shown if on any date Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $30,000,000, then Agent may also require Borrowers to deliver a Borrowing Base Certificate on or before the third Domestic Business Day of each week, in which the Borrowing Base Certificates delivered on shall be calculated as of the last day of the immediately preceding week (each a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, “Weekly Borrowing Base Certificate”); and (ii) if on any date Availability is less than $8,000,000 or the aggregate amount of Eligible Accounts outstanding Revolver Loans exceeds the Formula Amount as shown in such on the last Borrowing Base Certificate will be based or as otherwise calculated by Agent, then, without limiting any other right or remedy of Agent or Lenders hereunder as a consequence of any such Out-of-Formula Condition, Agent may also require Borrowers to deliver to Agent a Borrowing Base Certificate on each Domestic Business Day (each a “Daily Borrowing Base Certificate”); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates more frequently than once a month, the amount calculations shown in each Daily Borrowing Base Certificate or Weekly Borrowing Base Certificate, as applicable, need show only changes in the Accounts and the components of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported (for the most recently ended fiscal monthavoidance of doubt the other components of the Borrowing Base shall be adjusted at the time of and reflected on each subsequent Monthly Borrowing Base Certificate). All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Responsible Officerto Agent, provided that Agent shall have the Administrative Agent may from time right to time review and adjust adjust, in the exercise of its credit judgment, any such calculation (A) to reflect its reasonable estimate of any decline in consultation with the Borrower value of Collateral described therein, (B) to the extent the that such calculation is not made by Borrowers in accordance with this Agreement or Agreement, and (C) to the extent that such calculation does not accurately reflect the Reservesamount of the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate may be adjusted by Agent as herein authorized. With the delivery of each Borrowing Base Certificate, Borrowers shall deliver to Agent a report of Inventory Reliance covered by the period of the Borrowing Base Certificate, in form and substance satisfactory to Agent.

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during an Increased Reporting Periodif a Liquidity Event shall have occurred and be continuing, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (xa) set forth in the most recent weekly report, where possible, and (yb) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Borrower The Borrowers shall deliver to the Administrative Agent Agent: (and a) if no Low Availability Period is in effect, then (i) on or before the Administrative Agent shall promptly deliver same to the Lenders) 15th day of each month, a Borrowing Base Certificate prepared as of the close of business on the last Business Day end of the previous month (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlymonth, and (ii) such additional Borrowing Base Certificates as and when requested by the amount Agent in writing from time to time in the Agent’s credit judgment, reasonably exercised, or (b) if a Low Availability Period is in effect, then (i) on each Tuesday of Eligible Accounts shown in each week for the period ending Friday of the immediately prior week, a Borrowing Base Certificate as of the end of such prior week, and (ii) if the last calendar day of any month is more than three calendar days prior to a Friday, then on or before the 5th Business Day after the end of such month, an additional Borrowing Base Certificate as of the last day of such month. Together with each such Borrowing Base Certificate will be based on Certificate, the amount Borrowers shall deliver: (1) a schedule of the gross Borrowers’ Accounts set created, credits given, cash collected, and other adjustments to Accounts since the last such schedule; (2) an aging of the Borrower’s Accounts, together with a reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger; (3) an aging of the Borrowers’ accounts payable; (4) a detailed calculation and description of Eligible Petroleum Inventory, the DOE Contract Value, Eligible Cash, Eligible Investments, Eligible In-Transit Petroleum Inventory, First Purchaser Liens, and Paid but Unexpired Letters of Credit; (5) a schedule in reasonable detail setting forth the additions and reductions in the most recent weekly reportBorrowers’ 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, less together with reconciliation to the amount corresponding Borrowing Base and to the Borrowers’ general ledger. Upon request of ineligible 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 reported and for Inventory and Equipment acquired by the most recently ended fiscal month)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 the Borrower Agent and certified by a Responsible Financial Officer, ; provided that that: (i) the Administrative Agent may (but shall not be required to) from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve (or any portion thereof); and (ii) upon prior written notice to the Borrower that a Double-Sided Application Period is in effect, and only during each Double-Sided Application Period, the Agent may (but shall not be required to) from time to time review and adjust any such calculation to reduce Eligible Accounts by an amount not greater than collections received in the Dominion Accounts after the effective date of the most recently delivered Borrowing Base Certificate (or Interim Borrowing Base Certificate); provided that during any such period, the Borrower may (but shall not be required to) provide Interim Borrowing Base Certificates to the Agent and the Agent will adjust the calculation of the Borrowing Base to reflect the Eligible Accounts set forth in the most recently delivered Interim Borrowing Base Certificate to the extent constituting Eligible Accounts (subject to further adjustment by the Agent under clause (i) above and pursuant to this clause (ii).

Borrowing Base Certificates. (i) By the 20th day after the end of each fiscal month, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, (a) until the Closing Date Borrowing Base Termination Date, such Borrowing Base Certificate may state that the Borrowing Base is equal to $90,000,000 and (b) after the Closing Date Borrowing Base Termination Date, during an Increased Reporting a Liquidity Period, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent, or more frequently if elected by Lead Borrower, provided the Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and (ii) upon any sale or other disposition outside the ordinary course of business in a single transaction or series of related transactions of any ABL Collateral having an aggregate book value in excess of 10% of the then-existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition (it being understood that (ix) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x1) set forth in the most recent weekly report, where possible, and (y2) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (iiy) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during an Increased Reporting Periodif a Liquidity Event shall have occurred and be continuing, the Borrower Borrowers shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (xa) set forth in the most recent weekly report, where possible, and (yb) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower Borrowers and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending June 30, 2012), the Borrowers shall deliver (i) to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of the Average Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule O to the Collateral Questionnaire to reflect all locations of Inventory at the end of the fiscal quarter then ended.

Borrowing Base Certificates. By the 20th day after the end of each fiscal monthmonth of the Lead Borrower, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous fiscal month of the Lead Borrower (provided that, during an Increased Reporting Periodany period in which Availability shall have been less than the greater of (i) 12.5% of the Line Cap and (ii) $12,500,000, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday the third Business Day of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; provided, further, that the foregoing delivery requirement shall revert to a fiscal monthly delivery requirement in the event that Availability shall be equal to or greater than the greater of (i) 12.5% of the Line Cap and (ii) $12,500,000 for a period of no less than 30 consecutive days) (in addition, the Lead Borrower may, at its election, deliver to the Agent (and the Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate more frequently (prepared as of the close of business on the date specified therein) provided (x) that such election shall be permitted only once during any consecutive sixty (60) day period, (y) that the Lead Borrower shall be required to deliver a Borrowing Base Certificate to the Agent at the same frequency and regularity at all times during such consecutive sixty (60) day period, and (z) that in addition to the Borrowing Base Certificates delivered pursuant to the preceding clause (y), the Lead Borrower shall continue to deliver Borrowing Base Certificates on a fiscal monthly or weekly basis as required by this Section 9.16(a)); it being understood that (i) Inventory amounts shown in the any Borrowing Base Certificates delivered on a weekly (or more frequent) basis will be based on the Inventory amount (xa) set forth in the most recent weekly report, where possible, and (yb) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such any Borrowing Base Certificate delivered on a weekly (or more frequent) basis will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Borrowing Base Reserves.

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

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

Borrowing Base Certificates. By (i) Each of the 20th day after Company and each Eligible Subsidiary Guarantor shall keep accurate and complete records of its Accounts and (i) on the end of each fiscal monthClosing Date and thereafter as frequently as the Agent shall require, but not less frequently than on March 20, 2000, the Borrower Company shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared covering all the Company's and the Eligible Subsidiary Guarantors' Accounts as of January 31, 2000, in the close case of business the Borrowing Base Certificate delivered on the last Business Day Closing Date, and as of February 29, 2000, in the case of the previous month (provided thatBorrowing Base Certificate to be delivered on March 20, during 2000; PROVIDED, that unless a Default or an Increased Reporting PeriodEvent of Default shall have occurred and be continuing, the Borrower amount of ineligible Accounts shall deliver be deemed to be: $21,097,000 for purposes of calculating the Borrowing Base under the Borrowing Base Certificate delivered on the Closing Date; $30,079,000 for purposes of calculating the Borrowing Base under the Borrowing Base Certificate delivered on March 20, 2000; and the amount determined pursuant to CLAUSE (ii) below for purposes of calculating the Borrowing Base under each Borrowing Base Certificate delivered pursuant to CLAUSE (ii) below. The Company shall make available to the Administrative Agent weekly for its inspection, upon demand, the original copy of all documents (and will deliver any such original copy to the Agent if required by the Agent to enforce its rights and remedies hereunder), including, without limitation, invoices, Accounts agings, repayment histories, present status reports and shipment reports, relating to the Accounts included in any Borrowing Base Certificate and such other matters and information relating to the status of then existing Accounts as the Agent shall reasonably request. (ii) Notwithstanding the terms of CLAUSE (i) above, the Company shall submit one or more new Borrowing Base Certificates by Wednesday on or prior to March 8, 2000, to the extent that any Conditional Subsidiary Guarantors have become Eligible Subsidiary Guarantors prior to such date, in order to cover the Accounts of every week prepared as of the close of business on Friday of the previous week, such Eligible Subsidiary Guarantors (which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in modified from the Borrowing Base Certificates Certificate delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, Closing Date to cover Accounts of those additional Eligible Subsidiary Guarantors and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less increase the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officeramount of ineligible Accounts set forth with respect to such additional Eligible Subsidiary Guarantors in the field report of Xxxxxx Xxxxxxxx dated January 27, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves2000).

Borrowing Base Certificates. By Borrower shall deliver to Agent, in form and substance reasonably acceptable to Agent and within seven (7) Business Days after each certificate date, a Borrowing Base Certificate as of the 20th 15th day and the last day of each month, with such supporting materials as Agent shall reasonably request, provided, however, that at any time that Excess Availability is less than $10,000,000, a Borrowing Base Certificate as of the last day of each week and the last day of each month shall be delivered to Agent within (x) five (5) Business Days after the end of each fiscal month, the Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every such week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for seven (7) Business Days after the most recently ended fiscal month for end of each such month.” (e) Section 8.2.18 of the Loan Agreement is amended by amending and restating the first sentence thereof in its entirety as follows: “Become, or permit any of its Subsidiaries to become, a lessee under any operating lease (other than a lease under which Borrower or any of its Subsidiaries is lessor) of (x) any real Property, or (y) any personal Property where the initial lease term is in excess of one year, if the aggregate Rentals payable during any current or future period of twelve (12) consecutive months under the lease in question and all other such information leases under which Borrower or any of its Subsidiaries is available with regard to locations where it then lessee would exceed $1,500,000.” (f) The definition of Borrowing Base contained in Appendix A of the Loan Agreement is impracticable to report Inventory more frequently, and (ii) amended by deleting the amount “$200,000” contained in clause (ii)(b) thereof and inserting in place thereof the amount “$6,000,000”. (g) The definition of Eligible Accounts shown Account contained in such Borrowing Base Certificate will be based on Appendix A of the Loan Agreement is amended by deleting the amount “$1,000,000” contained in clause (vii) thereof and inserting in place thereof the amount “$2,000,000”. (h) The definition of Eligible Inventory contained in Appendix A of the gross Accounts set forth Loan Agreement is amended by amending and restating clause (ix) thereof in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.its entirety as follows:

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

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

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

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during an Increased Reporting Periodif a Liquidity Event shall have occurred and be continuing, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (xa) set forth in the most recent weekly report, where possible, and (yb) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability the Canadian Available Credit, the U.S. Available Credit, each German Available Credit and Total German Available Credit in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower Lead Borrower, (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in a Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.Availability Reserve. By the 20th day after the end of each Fiscal Quarter, the Lead Borrower shall deliver to the Agent (i) an Applicable Margin Certificate setting forth a calculation of the Average Availability for the Fiscal Quarter most recently ended and the corresponding Applicable Margins, and

Borrowing Base Certificates. By Unless otherwise agreed to by Lender in writing, on the 20th day after the end of each fiscal month, the Borrower Closing Date Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) Lender a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided thatSeptember 30, during an Increased Reporting Period2003. In addition, the Borrower Borrowers shall deliver to Lender a Borrowing Base Certificate (a) with respect to any Reporting Month, (i) on or before the Administrative Agent weekly fifteenth day of the following month if Availability during the applicable Reporting Month is equal to or greater than $5,000,000, or (ii) at such times and with such frequency and including such additional information, as Lender may request, if Availability during the applicable Reporting Month is less than $5,000,000, and (b) if a Default or Event of Default has occurred, at such times and with such frequency and including such additional information, as Lender may request. Such Borrowing Base Certificates by Wednesday of every week shall be prepared as of the close of business on Friday the last day of the previous week, which weekly Borrowing Base Certificates applicable Reporting Month or as otherwise indicated by Lender and shall be in standard the form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). attached hereto as EXHIBIT H. All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Responsible OfficerSenior Officer of Borrowers' Agent to Lender, provided that provided, that, Lender shall have the Administrative Agent may from time right to time review and adjust adjust, in the exercise of its reasonable credit judgment, any such calculation (i) to reflect its reasonable estimates of declines in consultation with value of any of the Borrower Collateral described therein and (ii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesamount of the Availability Reserve. In no event shall the amount of the Borrowing Base be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Lender prior to such date, as such Borrowing Base Certificate may be adjusted as herein authorized.

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

Borrowing Base Certificates. By On the 20th day after the end of each fiscal monthClosing Date and from time to time thereafter as set forth below, the Borrower shall deliver furnish to the Administrative Agent Bank a certificate ("Borrowing Base Certificate") substantially in the form of Exhibit B-1 hereto, appropriately completed, signed by a Responsible Officer of the Borrower and setting forth the Borrowing Base and the Administrative Agent other information required therein. Each Borrowing Base Certificate shall promptly deliver same be accompanied by copies of the Borrower's sales journals, cash receipts journals and credit adjustment journal entries, together with a summary of the inventory of the Borrower, each for the time period corresponding to that of the Borrowing Base Certificate. Borrowing Base Certificate shall be delivered to the LendersBank: (i) pursuant to Section 2.03(b) hereof, on the date of each request for Revolving Credit Loans hereunder; (ii) by 5:00P.M. on the first Business Day of each week hereafter; (iii) as required by Section 2.09(c) and Section 5.01(b) hereof; and (iv) not later than two (2) Business Days after request therefor by the Bank from time to time. To the extent the Borrower is required to deliver a Borrowing Base Certificate prepared on a particular day, the Eligible Receivables, Eligible Inventory reflected on such Borrowing Base Certificate, the Net Values applicable thereto, and the calculation of the Borrowing Base thereunder, shall be determined as of the close of business on the last Business Day of the previous month a day (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown specified in the Borrowing Base Certificates delivered on a weekly basis will be based on Certificate) not earlier than the Inventory amount (x) Business Day before the day the Borrower is required to deliver such Borrowing Base Certificate. The Borrowing Base set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in any such Borrowing Base Certificate will be based change on a daily basis after delivery, as calculated by the Bank until delivery of a subsequent Borrowing Base Certificate. The Borrowing Base set forth on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by is subject to Bank's final approval." 2.3 Section 5.01(b)(ii) and (iii) of the Borrower Agreement are hereby amended and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation restated in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.their entirety as follows:

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

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

Borrowing Base Certificates. By As soon as available but in any event on or prior to the 20th day after the end of each fiscal monthcalendar month (or more frequently as required below), the Borrower shall deliver to the Administrative Collateral Agent (and the Administrative Agent which shall promptly deliver provide copies of the same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous immediately preceding fiscal month (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower, a subsequent date), together with such supporting information in connection therewith as the Collateral Agent may reasonably request, which may include, without limitation, (i) Inventory reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate, (ii) a reasonably detailed calculation of Eligible Inventory, and (iii) a reconciliation of the Borrowers’ Inventory between the amounts shown in the Borrowers’ ledger balance and any Inventory reports delivered pursuant to clause (i) above, and (iv) if a Receivables Trigger Event shall have occurred and be continuing, a reasonably detailed aging of the Borrowers’ Accounts that are subject to an applicable Master Intercompany Agreement; provided thatthat if Excess Availability is less than $15,000,000 at any time, during an Increased Reporting Periodand in such case continuing until such time as Excess Availability is greater than or equal to $15,000,000 for a period of 30 consecutive days, as certified by the Borrowers to the Collateral Agent, the Borrower Borrowers shall deliver to the Administrative Agent weekly a Borrowing Base Certificates by Certificate and such supporting information on Wednesday of every each week prepared (or if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on Friday the immediately preceding Saturday, together with such other information in respect of the previous weekCollateral as the Collateral Agent shall reasonably request; and provided, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood further, that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall delivered other than with respect to month’s end may be made based on such estimates by the Borrower Borrowers of Shrink and certified by a Responsible Officer, provided that other amounts as the Administrative Agent Borrowers may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesdeem necessary.

Borrowing Base Certificates. By the 20th day after The following subsections (d), (e) and (f) are hereby added at the end of each fiscal month, Section 2.01 of the Agreement: (d) The Borrower shall may elect to deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared setting forth the Borrowing Base as of the close last day of business on a calendar month subsequent to the last Business Day most recent fiscal quarter with respect to which a Borrowing Base Certificate was required to be delivered under Section 5.08(6) of the previous month Agreement. (provided thate) The Agent or the Majority Lenders may, during an Increased Reporting Period, upon notice to the Borrower shall from the Agent, require the Borrower to deliver to the Administrative Agent weekly a Borrowing Base Certificates by Wednesday of every week prepared Certificate determined as of the close last day of business on Friday a calendar month (as designated in such notice) subsequent to the fiscal quarter with respect to which a Borrowing Base Certificate was required to be delivered under Section 5.08(6) of the previous weekAgreement, which weekly provided that the Borrowing Base Certificates Certificate under this Section 2.01(e) shall only be in standard form unless otherwise reasonably agreed required to by be delivered on the Administrative Agent; it being understood that later to occur of (i) Inventory amounts shown the tenth (10th) day following the Agent's notice to the Borrower under this Section 2.01(e) or (ii) the twenty-fifth (25th) day after the last day of the applicable calendar month (as designated in such notice). (f) The Borrower may elect to include in a Borrowing Base Certificate delivered in anticipation of a Permitted Acquisition all assets that would have been included in the Borrowing Base Certificates delivered on a weekly basis will be based on had the Inventory amount (x) set forth in Permitted Acquisition been consummated as of the last day of the most recent weekly reportfiscal quarter or (if applicable under Section 2.01(d) or (e)) calendar month, where possibleprovided, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyhowever, and (ii) the amount of Eligible Accounts shown in that such Borrowing Base Certificate will shall expressly state that it is delivered in anticipation of, and shall only be based effective hereunder for purposes of Borrowings made on or after, the amount consummation of such Permitted Acquisition (it being understood that, until the gross Accounts set forth in consummation of such Permitted Acquisition, the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any previously delivered Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation remain in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserveseffect).

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

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

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

Borrowing Base Certificates. By On the 20th Closing Date, (i) unless clause (ii) below applies, on or before the twentieth (20th) day after the end of each fiscal monthmonth thereafter, (ii) during any period in which a Weekly Borrowing Base Period is in effect, on or before Wednesday of each week, (iii) at the time of the consummation of any Asset Sale involving Eligible Receivables and/or Eligible Inventory and (iv) within five (5) Business Days after any casualty event or condemnation (or similar) event involving Eligible Inventory with an aggregate value of $1,000,000 or more, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate setting forth each Borrowing Base (in each case with supporting calculations in reasonable detail), which shall be prepared (A) as of March 31, 2013 in the close case of business on the initial Borrowing Base Certificate and (B) as of the last Business Day of the previous preceding month (provided that, during an Increased Reporting Period, in the Borrower shall deliver to the Administrative Agent weekly case of each subsequent Borrowing Base Certificates by Wednesday of every week prepared Certificate (or, if any such Borrowing Base Certificate is delivered more frequently than monthly, as of the close of business on Friday last Business Day of the previous week, which weekly week preceding such delivery); provided that any Borrowing Base Certificates Certificate delivered pursuant to preceding clauses (iii) and (iv) shall be in standard form unless otherwise prepared on a pro forma basis to exclude any Eligible Receivables or Eligible Inventory the subject of any such event. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably agreed requested from time to time by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Global Excess Availability and Global Undrawn Availability in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, an Authorized Officer of the Lead Borrower; provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately Agreement. By the twentieth (20th) day after the end of each Fiscal Quarter, the Lead Borrower shall deliver (i) to the Administrative Agent an officer’s certificate setting forth a calculation of the Quarterly Average Undrawn Availability for the calendar quarter most recently ended and the corresponding Applicable Margins and Unused Line Fee Rate, and (ii) updates, if any, to Collateral Questionnaire to reflect all locations of Inventory at the Reservesend of the Fiscal Quarter then ended.

Borrowing Base Certificates. By (i) the 20th fifteenth (15th) day after the end of each fiscal calendar month, or (ii) during an Accelerated Reporting Trigger Event or the Borrower continuance of an Event of Default, on the third (3rd) Business Day of each week, Administrative Borrower, on behalf of Borrowers, shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared (x) as of the close of business on the last Business Day of the previous calendar month in the case of clause (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared i) above and (y) as of the close of business on the preceding Friday in the case of the previous weekclause (ii) above; provided, which that Administrative Borrower shall be entitled to give notice to Agent (no more frequently than once per Fiscal Quarter) of its intent to submit weekly Borrowing Base Certificates, and, upon giving such notice, shall submit weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) manner set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and clause (ii) above through the amount of Eligible Accounts shown in full month following the month during which such notice is delivered; provided further that the first weekly Borrowing Base Certificate will may be based on delivered sooner than the amount third (3rd) Business Day of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month)a week. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Administrative Borrower, on behalf of Borrowers, and certified by a Responsible OfficerOfficer of Administrative Borrower; provided, provided that the Administrative Agent may from time to time review (with 2 Business Days prior written notice to Administrative Borrower) and adjust any such calculation in its Permitted Discretion after consultation with the Administrative Borrower solely to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve.

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

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Borrower Obligors shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) (i) by the fifteenth (15th) day of each calendar month, and at such other times as Agent may request, a Revolver Borrowing Base Certificate prepared 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 close of business on the last Business Day of the previous month (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyFiscal Month, and the status of Priority Payables, and (ii) at any time Availability falls below the amount Reporting Frequency Increase Trigger Amount, by Wednesday of Eligible Accounts shown in such each week, an updated Revolver Borrowing Base Certificate will be based on the amount and Term Loan Borrowing Base Certificate (which updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate shall include updated calculations of the gross Accounts set forth in Revolver Borrowing Base, Term Loan Borrowing Base, the most recent weekly reportTerm Loan Push Down Reserve, less Availability as of the amount end of ineligible Accounts reported for the most recently ended fiscal monthweek 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 the Borrower Obligors and certified by a Responsible Senior Officer; provided, provided that the Administrative Agent may from time to time review and and, in its Permitted Discretion, adjust any such calculation (a) to reflect its estimate of declines in consultation with the Borrower value of any Collateral, due to collections received or otherwise; (b) to the extent Agent believes that the calculation is was not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve; or (c) to the extent the Agent has advised Borrower Agent and Revolver Agent that the calculation does not accurately reflect the Term Loan Push Down Reserve.

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

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared each month, on the 15th day of such month, in which the Borrowing Base shall be calculated as of the close of business on the last Business Day day of the previous immediately preceding month (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly each a "Monthly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous weekCertificate"); provided, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood however, that (i) Inventory amounts shown if on any date Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $12,500,000, then Agent may also require Borrowers to deliver (a) Borrowing Base Certificate on or before the third Domestic Business Day of each week, in which the Borrowing Base Certificates delivered on shall be calculated as of the last day of the immediately preceding week (each a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, "Weekly Borrowing Base Certificate"); and (ii) if on any date Availability is less than $8,000,000 or the aggregate amount of Eligible Accounts outstanding Revolver Loans exceeds the Formula Amount as shown in such on the last Borrowing Base Certificate will be based or as otherwise calculated by Agent, then, without limiting any other right or remedy of Agent or Lenders hereunder as a consequence of any such Out-of-Formula Condition, Agent may also require Borrowers to deliver to Agent a Borrowing Base Certificate on each Domestic Business Day (each a "Daily Borrowing Base Certificate"); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates more frequently than once a month, the amount calculations shown in each Daily Borrowing Base Certificate or Weekly Borrowing Base Certificate, as applicable, need show only changes in the Accounts and the components of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported (for the most recently ended fiscal monthavoidance of doubt the other components of the Borrowing Base shall be adjusted at the time of and reflected on each subsequent Monthly Borrowing Base Certificate). All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Responsible Officerto Agent, provided that Agent shall have the Administrative Agent may from time right to time review and adjust adjust, in the exercise of its credit judgment, any such calculation (i) to reflect its reasonable estimate of any decline in consultation with the Borrower value of Collateral described therein, (ii) to the extent the that such calculation is not made by Borrowers in accordance with this Agreement or Agreement, and (iii) to the extent that such calculation does not accurately reflect the Reservesamount of the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate may be adjusted by Agent as herein authorized.

Borrowing Base Certificates. By the 20th day As soon as available, but in any event within twenty (20) days after the end of each fiscal calendar month, the Borrower AFI shall deliver to the Administrative Agent Borrowing Base Certificates covering each Borrowing Base and supporting information in connection therewith, provided that (A) AFI will be required to furnish Borrowing Base Certificates and supporting information in connection therewith within three (3) Business Days after the Administrative Agent end of each calendar week as of the end of such calendar week during which a Reporting Trigger Period is continuing, (B) within three (3) Business Days after consummation of any sale or disposition of Accounts or Inventory included in the Borrowing Base 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), AFI shall promptly deliver same to the Lenders) a an updated Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month giving effect to any such sale or disposition, (provided that, during an Increased Reporting Period, the Borrower C) AFI shall not be required to deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on for the Inventory amount (x) set forth in the most recent weekly reportcalendar month ending March 31, where possible2016 until May 15, 2016 and (yD) AFI shall not be not be required to deliver to the Administrative Agent the Borrowing Base Certificates for the most recently ended fiscal month for which calendar months ending April 30, 2016, May 31, 2016, June 30, 2016, July 31, 2016 and August 31, 2016 until thirty (30) days after the end of each such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal calendar month). All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Responsible OfficerSenior Officer of the applicable Borrower, provided that the Administrative Agent may from time to time review and adjust any such calculation (after giving prior notice to the Borrowers of such adjustment) (1) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Borrower Dominion Account, any disposition of Accounts or Inventory (which shall result in a reduction in the Borrowing Base equal to the net book value thereof as of the date of such disposition) or Equipment (which shall result in a reduction of the Borrowing Base by the net orderly liquidation value of such Equipment as of the date of such disposition) or otherwise; (2) 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 (3) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.

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

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

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during an Increased Reporting Periodif a Liquidity Event shall have occurred and be continuing, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (xa) set forth in the most recent weekly report, where possible, and (yb) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability the Canadian Available Credit, the U.S. Available Credit, each German Available Credit and Total German Available Credit in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower Lead Borrower, (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in a Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each Fiscal Quarter, the Lead Borrower shall deliver to the Agent (i) an Applicable Margin Certificate setting forth a calculation of the Average Availability for the Fiscal Quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule 2(b) to the Perfection Certificate to reflect all locations of Inventory at the end of the Fiscal Quarter then ended.

Borrowing Base Certificates. By Commencing with the Fiscal Month ended May 31, 2021, as soon as available but in any event on or prior to the 20th day Business Day after the end last day of each fiscal month, Fiscal Month (or more frequently as the Borrower shall deliver to Representative may elect, so long as the Administrative Agent (and frequency of delivery is maintained by the Administrative Agent shall promptly deliver same to Borrower Representative for the Lenders) immediately following 60-day period), a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous month applicable preceding Fiscal Month (provided thator in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower Representative, a subsequent date), each of which Borrowing Base Certificates shall specify the amount (if any) of the Canadian Borrowing Base that any US Borrower elects to allocate to the US Facility, together with such supporting information in connection therewith as the Administrative Agent may reasonably request, which may include, (i) Inventory reports by category and location, (ii) a reasonably detailed calculation of Eligible Inventory and Eligible In-Transit Inventory, (iii) a reasonably detailed calculation of Eligible Trade Accounts and Eligible Credit Card Accounts and (iv) a reasonably detailed aging of the Borrowers’ Accounts; provided, that (1) during an Increased Reporting Periodthe continuance of a Liquidity Condition, the Borrower Representative shall deliver a Borrowing Base Certificate and such supporting information as is reasonably practicable to provide on a weekly basis as the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of may reasonably request on or before the close of business on Friday of the previous week, which weekly third Business Day after the end of each week and (2) any Borrowing Base Certificates Certificate delivered other than with respect to a Fiscal Month’s end may be based on, in respect of Inventory, such good faith estimates by the Borrower Representative as the Borrower Representative may deem necessary; provided, further, that (1)(x) at any time Specified Excess Availability is greater than 50% of the Line Cap, a revised Borrowing Base Certificate based on the Borrowing Base Certificate most recently delivered shall be delivered within five Business Days after the consummation of any transaction (other than in standard form unless otherwise the ordinary course of business) that on a Pro Forma Basis would result in a reduction of the Borrowing Base of more than 10%, together with such supporting information as may be reasonably agreed requested by the Administrative Agent or (y) at any time Specified Excess Availability is less than or equal to 50% of the Line Cap, a revised Borrowing Base Certificate based on the Borrowing Base Certificate most recently delivered, but giving effect to any transaction reasonably expected to result in any reduction of the Borrowing Base, shall be delivered not later than three Business Days prior to the consummation of any such transaction (other than any such transaction in the ordinary course of business), together with such supporting information as may be reasonably requested by the Administrative Agent; it being understood that , (i2) Inventory amounts shown in the event that any Borrower consummates a Subject Acquisition, the Borrower Representative may deliver an updated Borrowing Base Certificates delivered on a weekly basis will Certificate, which shall be based on effective as of the Inventory amount (x) date of consummation of such Subject Acquisition, subject to the limitations set forth in the most recent weekly reportdefinition of “Borrowing Base”, where possible, and (y3) for in the event of a decrease in Eligible Cash that the Borrower Representative has elected to include in the most recently ended fiscal month for which delivered Borrowing Base Certificate, the Borrower Representative shall deliver, within one Business Day of such information is available with regard decrease, a written supplement to locations where it is impracticable to report Inventory more frequently, the most recently delivered Borrowing Base Certificate reflecting such decrease in such Eligible Cash and (ii4) in the amount of Eligible Accounts shown in event that a Borrower enters into a Permitted Receivables Financing, the Borrower Representative shall deliver, within five Business Days, a written supplement to the most recently delivered Borrowing Base Certificate modifying such Borrowing Base Certificate will be based on the amount to remove any Accounts which are no longer Eligible Trade Accounts or Eligible Credit Card Accounts as a result of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for such Permitted Receivables Financing or confirming that no changes have been made to the most recently ended fiscal month). All calculations of Availability in any delivered Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesCertificate.

Borrowing Base Certificates. By By(x) so long as Availability is greater than 50% of the Line Cap, by the 20th day after the end of each fiscal monthFiscal Quarter, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day such Fiscal Quarter and (y) at any time when Availability is is less than or equal to 50% of the Line Cap, by the 20th day of each month, the Lead Borrower shall deliver to the Agent (and the Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during an Increased Reporting Periodin each case, if a Liquidity Event shall have occurred and be continuing, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (xa) set forth in the most recent weekly report, where possible, and (yb) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability the Canadian Available Credit, the U.S. Available Credit, each German Available Credit and Total German Available Credit in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower Lead Borrower, (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in a Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each Fiscal Quarter, the Lead Borrower shall deliver to the Agent (i) an Applicable Margin Certificate setting forth a calculation of the Average Availability for the Fiscal Quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule 2(b) to the Perfection Certificate to reflect all locations of Inventory at the end of the Fiscal Quarter then ended.

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

Borrowing Base Certificates. By Commencing with the Fiscal Month ending April 30, 2016, by (x) the 25th day after the last day of each month ending April 30, 2016, May 31, 2016 and June 30, 2016 and (y) thereafter, the 20th day after the end of each fiscal month, the US Borrower and European Borrowers, respectively (or the Lead Borrower on their behalf), shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate prepared as of the close of business on the last Business Day of the applicable previous month (Fiscal Month; provided that, (i) during an Increased Reporting the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent weekly Borrowing Base Certificates more frequently (as reasonably determined by Wednesday the Administrative Agent) (but not more frequently than weekly, with delivery required within 4 Business Days after the end of every the applicable previous week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (ia) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month Fiscal Month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlyfrequently (unless the Collateral Agent agrees otherwise), and (iib) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal monthFiscal Month) (or, when available, ineligible Accounts set forth in the most recent weekly report). All calculations , (ii) in the event that any Loan Party consummates a Subject Transaction, the Lead Borrower may deliver an updated version of Availability in any the relevant Borrowing Base Certificate or Borrowing Base Certificates giving pro forma effect to such Subject Transaction, which shall be made effective as of the date of consummation of such Subject Transaction, subject to the limitations set forth in the definitions of “European Borrowing Base” and “US Borrowing Base” and (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower and certified designates (or redesignates) any subsidiary with a value (as reasonably determined by a Responsible Officerthe Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, provided that the Administrative Agent may from Lead Borrower shall deliver updated Borrowing Base Certificates at the time to time review and adjust any such calculation in consultation with the Borrower of or prior to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesconsummation of such Disposition.

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

Borrowing Base Certificates. By (a) Commencing on and after October 15, 2009, within three (3) Business Days after the 20th end of each fiscal week following the date on which a 20% Triggering Event has occurred, then prior to 2:00 p.m. the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the close of business on the last day of the immediately preceding fiscal week, which shall be in such form as shall be satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Accounts, (B) an Inventory status report (C) a categorical breakdown of all Inventory and Accounts, (D) an aging of all Accounts as of such date and (E) account statements with respect to each Collateral Related Account, in each case in form and substance satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided that, thereafter, if Excess Availability on each day during any period of forty-five (45) consecutive calendar days is greater than the lesser of (A) $30,000,000 or (B) twenty percent (20%) of the Aggregate Revolving Commitments, Borrowing Base Certificates shall no longer be required to be delivered on a weekly basis until the occurrence of the next 20% Triggering Event. (b) Within (i) fifteen (15) days after the end of each fiscal month, the Administrative Borrower shall deliver to the Administrative Agent Agent, (and the Administrative Agent shall promptly deliver same to the LendersA) a Borrowing Base Certificate prepared as of the close of business on the last Business Day day of the previous month (provided thatprior fiscal month, during an Increased Reporting Period, the Borrower which shall deliver be in such form as shall be satisfactory to the Administrative Agent weekly Borrowing Base Certificates by Wednesday Agent, including (without limitation) a roll-forward of every week prepared all origination and collection activity for Accounts, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Accounts, (D) an aging of all Accounts as of the close of business on Friday of the previous weeksuch date and (E) account statements with respect to each Collateral Related Account, which weekly Borrowing Base Certificates shall be in standard each case in form unless otherwise reasonably agreed and substance satisfactory to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, together with such other reports and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that supporting documentation as the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent reasonably request regarding the calculation is not made in accordance with this Agreement of the Borrowing Base; provided, however, so long as there are no outstanding Loans or does not accurately reflect Letters of Credit as of such date of determination, the ReservesBorrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.

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

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

Borrowing Base Certificates. By The Borrower Representative shall provide Administrative Agent with the following documents in a form reasonably satisfactory to Administrative Agent: (i) No later than 5:00 p.m. on the 20th day after the end of each fiscal month, calendar month (or on the next Business Day if the 20th is not a Business Day) the Borrower Representative shall deliver to the Administrative Agent a certificate reflecting the calculation of the Borrowers' Eligible Accounts (the calculation of Eligible Accounts reflecting the then most recent month end balance pursuant to Section 9.6 hereof) and Eligible Inventory (the Administrative Agent shall promptly deliver same calculation of Eligible Inventory reflecting the then most recent month end balance pursuant to the LendersSection 9.9 hereof) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month immediately preceding month, satisfactory to the Administrative Agent and substantially in the form attached hereto as Exhibit H (provided thateach a "Borrowing Base Certificate"). (ii) In addition, during an Increased Reporting Periodany period in which the Excess Availability of the Borrowers is less than $15,000,000, the Borrower Representative shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such an interim Borrowing Base Certificate will be based no later than 5:00 p.m. on each Wednesday (or the amount next Business Day if such Wednesday is not a Business Day), reflecting all activity (sales, collections, credits, etc.) impacting the Accounts of the gross Borrowers for all Business Days of the immediately preceding week. The amount derived as being excluded from Eligible Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any used on such interim Borrowing Base Certificate shall be made by the Borrower amount that is calculated and certified by a Responsible Officerupdated monthly pursuant to Section 9.5(i) and which is satisfactory to the Administrative Agent. The amount of Eligible Inventory to be included on such interim Borrowing Base Certificate shall calculated and updated monthly pursuant to Section 9.5(i) and which is satisfactory to the Administrative Agent. (iii) During any period in which the Excess Availability of the Borrowers is less than $15,000,000 or after the occurrence and continuance of an Event of Default, provided that the Administrative Agent may from time to time review and adjust any such calculation require in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesgood faith credit judgment more frequent delivery of Borrowing Base Certificates.

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Borrower The Borrowers shall deliver to the Administrative Agent and each Co-Collateral Agent (and the Administrative Agent shall promptly deliver same to the Lenders) (i) at all times prior to the commencement of a Trigger Event Period, not later than the twelfth (12th) Business Day after the immediately preceding fiscal month end, and at such other times as Agent may reasonably request, a Borrowing Base Certificate prepared as of the close of business on of the previous month or such other date so requested by the Agent and (ii) at all times (x) after the commencement and during the continuation of a Trigger Event Period or (y) during the periods from and including the fiscal month of October of any fiscal year through and including the Friday of the second fiscal week of January of such fiscal year, not later than the last Business Day of the previous month (provided thateach week, during an Increased Reporting Periodand at such other times as Agent or any Co-Collateral Agent may request, the Borrower shall deliver to the Administrative Agent weekly a Borrowing Base Certificates by Wednesday of every week Certificate prepared as of the close of business on Friday of the previous weekweek or such other date so requested by Agent or a Co-Collateral Agent, which with such weekly Borrowing Base Certificates shall be (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in standard form unless otherwise reasonably agreed to by a manner consistent with the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount past practices of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month)Obligors and reasonably approved by Agent. All calculations of Tranche A Excess Availability, Tranche A-1 Excess Availability and Excess Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Responsible OfficerSenior Officer (with such certification to be in such Person’s capacity as a Senior Officer of an Obligor and not in such Person’s individual capacity), provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Borrower Dominion Accounts or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Loan Agreement or does not accurately reflect the ReservesAvailability Reserve or the LC Reserve.

Borrowing Base Certificates. By (x) so long as Availability is greater than 50% of the Line Cap, by the 20th day after the end of each fiscal monthFiscal Quarter, the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day such Fiscal Quarter and (y) at any time when Availability is less than or equal to 50% of the Line Cap, by the 20th day of each month, the Lead Borrower shall deliver to the Agent (and the Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, during an Increased Reporting Periodin each case, if a Certificate Liquidity Event shall have occurred and be continuing, the Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (xa) set forth in the most recent weekly report, where possible, and (yb) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability the Canadian Available Credit, the U.S. Available Credit, each German Available Credit and Total German Available Credit in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower Lead Borrower, (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in a Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the 20th day after the end of each Fiscal Quarter, the Lead Borrower shall deliver to the Agent (i) an Applicable Margin Certificate setting forth a calculation of the Average Availability for the Fiscal Quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule 2(b) to the Perfection Certificate to reflect all locations of Inventory at the end of the Fiscal Quarter then ended. It is understood that until the delivery of the initial Borrowing Base Certificate hereunder, calculations of the Borrowing Base shall be based on the Borrowing Base Certificate most recently delivered pursuant to the Third Amended Credit Agreement.

Borrowing Base Certificates. By the 20th twentieth (20th) day of each fiscal month (or, with respect to each of the first six (6) fiscal months ended after the Closing Date, by the date that is thirty (30) days after the end of each fiscal month, commencing with the first full fiscal month ending after the Closing Date) (or, if such day is not a Business Day, the next succeeding Business Day), the Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate (the first date such first Borrowing Base Certificate is required to be delivered hereunder, the “Initial Borrowing Base Delivery Date”) prepared as of the close of business on the last Business Day of the previous month (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower Borrowers and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve. By the twentieth (20th) day after the end of each fiscal quarter (commencing with the fiscal quarter ending February 2, 2013), the Lead Borrower shall deliver (i) to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of the Average Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule O to the Collateral Questionnaire to reflect all locations of Inventory at the end of the fiscal quarter then ended.

Borrowing Base Certificates. By The Lead Borrower shall provide the 20th Agent with Borrowing Base Certificates, each reflecting the Borrowers' condition for the period indicated below immediately prior to the date when furnished, as follows: (a) On each Thursday (or the next Business Day, if that Thursday is not a Business Day) of every fiscal week, the Lead Borrower shall provide the Agent with a Borrowing Base Certificate (in the form of EXHIBIT 5:5-4(a) annexed hereto, as such form may be revised from time to time by the Agent), each reflecting the Borrowers' condition on the last day after of the fiscal week immediately prior to the date when furnished. Such Borrowing Base Certificate may be sent to the Agent by facsimile transmission, provided that the original thereof is forwarded to the Agent on the date of such transmission. (b) On the third Thursday (or the next Business Day, if that Thursday is not a Business Day) following the end of each the Borrower's fiscal month, the Lead Borrower shall deliver shall, in addition to the Administrative weekly Borrowing Base Certificate required pursuant to subsection (a) above, provide the Agent (and the Administrative Agent shall promptly deliver same to the Lenders) with a Borrowing Base Certificate prepared (in the form of EXHIBIT 5:5-4(b) annexed hereto, as of such form may be revised from time to time by the close of business Agent), each reflecting the Borrowers' condition on the last Business Day day of the previous fiscal month (provided that, during an Increased Reporting Period, the Borrower shall deliver immediately prior to the Administrative Agent date when furnished, with each such Borrowing Base Certificate being reconciled (with respect to the weekly Borrowing Base Certificates by Wednesday of every week prepared as of delivered to the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed Agent during said prior fiscal month) to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, reflect all actual customary and (y) for the most recently ended fiscal normal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such end adjustments. Such Borrowing Base Certificate will may be based on sent to the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month). All calculations of Availability in any Borrowing Base Certificate shall be made Agent by the Borrower and certified by a Responsible Officerfacsimile transmission, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower original thereof is forwarded to the extent Agent on the calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesdate of such transmission.

Borrowing Base Certificates. By the 20th 15th day after the end of each fiscal month, the Borrower Agent shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) Lender a Borrowing Base Certificate prepared as of the close of business of the previous month; provided that, in addition to such monthly Borrowing Base Certificate, (a) during any Xxxxx 0 Xxxxxxxxx Xxxxxxx Period, Borrower Agent shall also deliver to Lender a Borrowing Base Certificate on a semi-monthly basis, and in no event no later than the (i) 15th day of each calendar month, prepared as of the close of business of the previous calendar month and (ii) by the last Business Day of the previous month (provided thateach calendar month, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday the last day of the previous weeksecond full week of each calendar month, which weekly and (b) during any Xxxxx 0 Xxxxxxxxx Xxxxxxx Period, Borrower Agent shall also deliver to Lender a Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered Certificate on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possiblebasis, and (y) for in no event no later than the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently5th day of each week, and (ii) prepared as of the amount close of Eligible Accounts shown in such the last day of the preceding week; provided, however, that during any period when an Event of Default exists, Borrower Agent shall deliver a Borrowing Base Certificate will as frequently as shall be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month)requested by Lender. All calculations of the LC Obligations and Excess Availability in any Borrowing Base Certificate shall originally be made by the Borrower and certified by a Responsible Senior Officer, provided that the Administrative Agent that, Lender may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in consultation with value of any Collateral, due to collections received in the Borrower Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the ReservesAvailability Reserve.

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

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

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Borrower Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared each month, on the 15th day of such month, in which the Borrowing Base shall be calculated as of the close of business on the last Business Day day of the previous immediately preceding month (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly each a “Monthly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous weekCertificate”); provided, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood however, that (i) Inventory amounts shown if on any date Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $30,000,000, then Agent may also require Borrowers to deliver a Borrowing Base Certificate on or before the third Domestic Business Day of each week, in which the Borrowing Base Certificates delivered on shall be calculated as of the last day of the immediately preceding week (each a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, “Weekly Borrowing Base Certificate”); and (ii) if on any date Availability is less than $8,000,000 or the aggregate amount of Eligible Accounts outstanding Revolver Loans exceeds the Formula Amount as shown in such on the last Borrowing Base Certificate will be based or as otherwise calculated by Agent, then, without limiting any other right or remedy of Agent or Lenders hereunder as a consequence of any such Out-of-Formula Condition, Agent may also require Borrowers to deliver to Agent a Borrowing Base Certificate on each Domestic Business Day (each a “Daily Borrowing Base Certificate”); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates more frequently than once a month, the amount calculations shown in each Daily Borrowing Base Certificate or Weekly Borrowing Base Certificate, as applicable, need show only changes in the Accounts and the components of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported (for the most recently ended fiscal monthavoidance of doubt the other components of the Borrowing Base shall be adjusted at the time of and reflected on each subsequent Monthly Borrowing Base Certificate). All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Responsible Officerto Agent, provided that Agent shall have the Administrative Agent may from time right to time review and adjust adjust, in the exercise of its credit judgment, any such calculation (A) to reflect its reasonable estimate of any decline in consultation with the Borrower value of Collateral described therein, (B) to the extent the that such calculation is not made by Borrowers in accordance with this Agreement or Agreement, and (C) to the extent that such calculation does not accurately reflect the Reservesamount of the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate may be adjusted by Agent as herein authorized. With the delivery of each Borrowing Base Certificate, Borrower shall deliver to Agent a report of Inventory Reliance covered by the period of the Borrowing Base Certificate, in form and substance satisfactory to Agent.

Borrowing Base Certificates. By the 20th day after the end of each fiscal month, the Borrower The Borrowers shall deliver to the Administrative Agent Agent: (and a) if no Low Availability Period is in effect, then (i) on or before the Administrative Agent shall promptly deliver same to the Lenders) 15th day of each month, a Borrowing Base Certificate prepared as of the close of business on the last Business Day end of the previous month (provided that, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequentlymonth, and (ii) such additional Borrowing Base Certificates as and when requested by the amount Agent in writing from time to time in the Agent’s credit judgment, reasonably exercised, or (b) if a Low Availability Period is in effect, then (i) on each Tuesday of Eligible Accounts shown in each week for the period ending Friday of the immediately prior week, a Borrowing Base Certificate as of the end of such prior week, and (ii) if the last calendar day of any month is more than three calendar days prior to a Friday, then on or before the 5th Business Day after the end of such month, an additional Borrowing Base Certificate as of the last day of such month. Together with each such Borrowing Base Certificate will be based on Certificate, the amount Borrowers shall deliver: (1) a schedule of the gross Borrowers’ Accounts set created, credits given, cash collected, and other adjustments to Accounts since the last such schedule; (2) an aging of the Borrower’s Accounts, together with a reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger; (3) an aging of the Borrowers’ accounts payable; (4) a detailed calculation and description of Eligible Petroleum Inventory, the DOE Contract Value, Eligible Cash, Eligible Investments, Eligible In-Transit Petroleum Inventory, First Purchaser Liens, and Paid but Unexpired Letters of Credit; (5) a schedule in reasonable detail setting forth the additions and reductions in the most recent weekly reportBorrowers’ 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, less together with reconciliation to the amount corresponding Borrowing Base and to the Borrowers’ general ledger. Upon request of ineligible 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 reported and for Inventory and Equipment acquired by the most recently ended fiscal month)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 the Borrower Agent and certified by a Responsible Financial Officer, ; provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves.that:

Borrowing Base Certificates. By Borrowers shall deliver to Administrative Agent (and Administrative Agent shall, on request from a Lender, promptly deliver to such Lender) a Borrowing Base Certificate: (a) on the 20th Restatement Effective Date; (b) if there are no Revolver Loans outstanding and the LC Obligations that have not been Cash Collateralized do not exceed $2,000,000, on the 25th day after of the month following the end of each fiscal monthFiscal Quarter, the Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close last day of business such Fiscal Quarter, or if there are Revolver Loans outstanding or LC Obligations that have not been Cash Collateralized exceed $2,000,000, on the last Business Day that the initial Revolver Loan is requested, or deemed requested by Borrower or the LC Obligations that are not Cash Collateralized initially exceed $2,000,000, and on the 25th day of the previous each month (provided thatthereafter, during an Increased Reporting Period, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday last day of the previous weekmonth; (c) if there are Revolver Loans outstanding or the LC Obligations that have not been Cash Collateralized exceed $2,000,000, on any Business Day on which weekly Borrowers shall dispose of any Eligible Accounts having a face amount in excess of $250,000 to the extent permitted pursuant to clause (ii)(k) of the definition of Permitted Asset Disposition; (d) during the continuance of an Event of Default, at such other times as Administrative Agent may request, provided that Borrowers may deliver Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended fiscal month)frequently at their option. All calculations of Availability in connection with any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Responsible Officeran authorized officer to Administrative Agent, provided that the Administrative Agent may from time shall have the right to time review and adjust adjust, in the exercise of its Credit Judgment, any such calculation in consultation with the Borrower to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the Reservesamount of the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate most recently received by Administrative Agent, as the calculation in such Borrowing Base Certificate may be adjusted from time to time by Administrative Agent as herein authorized.

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