Common use of Borrowing Base Determination Clause in Contracts

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent as soon as available, but in any event within 15 days after the end of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent as soon as available, but in any event within 15 days after the end of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, deliver to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Canadian Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Canadian Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Canadian Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Company may deliver from time to time a Borrowing Base Certificate, but in any event shall deliver to a Borrowing Base Certificate (i) as soon as available but in any event not later than 15 days after the Administrative Agent end of each fiscal month, (ii) during a Liquidity Event Period or if an Event of Default has occurred and is continuing, not later than 5 days after the end the last day of each week (containing available updated figures for Eligible Receivables but not, unless otherwise available, Eligible Inventory) and (iii) as soon as available, but in any event within 15 days not later than 2 Business Days after the end sale of each calendar month, as any Receivables and Related Assets in connection with a Receivables Facility that comprise any portion of the end of such calendar monthBorrowing Base (containing available updated figures for Eligible Receivables but not, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per weekunless otherwise available, Eligible Inventory), a Borrowing Base Certificate in each case, executed by a Responsible Officer of Group; provided, that during each Accelerated the Company. Prior to the delivery of the first Borrowing Base Certificate Delivery Period or during the existence of an Event of Defaultpursuant to this Section 10.17(a), the Borrower shall deliver most recent “Borrowing Base Certificate” delivered to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of by the Business Day immediately prior Company pursuant to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower Original Credit Agreement shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificateeffect. (b) Group and the Borrower agree (i) that the Administrative AgentThe Company may and, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, shall conduct, or cause to be conducted, at its expense, and present to the Administrative Agent for approval, such appraisals Appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon reasonable notice and at such times during normal business hours and as often as may be reasonably requested; provided, in each case at however, that unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default shall be continuing, the expense of Group Administrative Agent shall request no more than two such Appraisals, investigations and for reviews during any calendar year; provided, further, once a Liquidity Event Period has commenced and is continuing, the purpose of determining the Borrowing BaseAdministrative Agent shall request no more than four such Appraisals, investigations and reviews during any calendar year. Group and the Borrower The Company shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Company shall promptly notify the Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, (ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Availability as a result of a decrease therein, in which case such notice shall also include the amount of such excess or (iii) a Liquidity Event Period has begun. (d) The Administrative Agent may, at the Company’s sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent reasonably considers advisable, and Group and the Borrower Company shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each ; provided, however, that unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Group Default shall be continuing, the Administrative Agent shall request no more than two such verifications during any calendar year; provided, further, once a Liquidity Event Period has commenced and is continuing, the Borrower shallAdministrative Agent shall request no more than four such verifications during any calendar year. At any time and from time to time, upon the Administrative Agent’s request and at the expense of the Company, the Company shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others reasonably satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received request no more than two such reports during any calendar year and; provided, further, that once a Liquidity Event Period has commenced and is continuing, the results of the appraisals, field audits, test verifications and other evaluations of Administrative Agent shall request no more than four such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreports during any calendar year.

Borrowing Base Determination. Until (i) No later than the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent as soon as available, but in any event within 15 days after the end last day of each calendar month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the end last day of the prior month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such calendar Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, and at such other times as may be reasonably requested by if the Administrative Agent (but not Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than one per week)$35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of Group; providedthe Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, that during each Accelerated the Administrative Borrower shall provide a Borrowing Base Certificate Delivery Period or during based upon the existence Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, the Borrower shall deliver at its sole cost and expense and with 14 days’ prior written notice to the Administrative Agent a Borrowing Base Certificate not less than once each weekBorrower and, as after and during the continuance of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing Default, at the time of the appointment of the appraiser or (BBorrowers’ sole cost and expense) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation make physical verifications of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts Assets in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until Notwithstanding the Revolving Credit Termination Date: following provisions of this Section, the Borrowing Base shall be as set forth on Schedule 2.06 attached hereto, as further reduced from time to time by the mandatory prepayments made pursuant to Section 2.08 hereof, from the date of Closing until the earlier of: (a) The Borrower shall deliver to October 1, 2000, (b) the Administrative Agent as soon as available, but in any event within 15 days after the end of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence occurrence of an Event of Default, or (c) any unscheduled Borrowing Base redetermination initiated by the Borrower Agent and approved by the Required Banks based on a substantive, adverse change in economic conditions generally applicable to independent producers operating in, and/or oil and gas properties located in, the Texas/Louisiana Gulf Coast and/or the Gulf of Mexico Outer Continental Shelf. Thereafter, the Borrowing Base shall deliver be determined pursuant to the Administrative Agent a Borrowing Base Certificate not less than once each weekfollowing provisions of this Section. On or before September 1, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent2000, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information which sufficient to update to an effective date of June 1, 2000, the Administrative most recent petroleum engineering reports provided to the Agent may reasonably request regarding prior to Closing relative to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Upon receipt of such report, the Agent shall, in the normal course of business make a determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed Monthly Borrowing Base Reduction which shall become effective upon approval by the Administrative Required Banks and subsequent written notification from the Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the Accounts next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction as set forth in any manner this Section. Thereafter, on or before each April 1 and through any medium that October 1 until the Administrative Agent considers advisableFacility Termination Date, and Group and beginning April 1, 2001, the Borrower shall furnish all such assistance to the Agent a report, in form and information substance satisfactory to the Agent, which report shall set forth, as of each preceding January 1 or July 1, as applicable, the Administrative Agent may Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Each report to be provided on or before each April 1 shall be a complete report relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties prepared by an independent petroleum engineer or firm of engineers reasonably require in connection therewith. (d) satisfactory to the Agent. Each of Group and report to be provided on or before each October 1 shall simply update the Borrower shallprevious complete report, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed may be prepared by the Administrative Borrower's own engineers and shall be certified by the President or Chief Financial Officer of the Borrower. Upon receipt of each such report, the Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceedshall, in the case normal course of clause (B) belowbusiness, two additional field audits in such calendar year) if (A) an Event make a determination of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.Monthly Borrowing Base Reduction which shall become effective upon approval by the Required Banks

Borrowing Base Determination. Until (i) No later than the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent as soon as available, but in any event within 15 days after the end fifteenth day of each calendar monthmonth (or, with respect to the month of February 2008, February 25, 2008), the Administrative Borrower shall provide a Borrowing Base Certificate as of the end last day of such calendar month, and at such other times as may be reasonably requested the prior month executed by a Responsible Officer of the Administrative Agent (but not Borrower; provided that such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and if such calculation shows a decline in the Borrowing Base of more than one per week)$5,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall, within five (5) Business Days of the Administrative Borrower’s Chief Accounting Officer having recognized any such impairment calculation, provide a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated the Administrative Borrower giving effect to such impairment calculation. (ii) No later than five Business Days following the closing of Asset Sales since the end of the period covered by the Borrowing Base Certificate Delivery Period or during the existence of an Event of Defaultthen in effect with aggregate Net Cash Proceeds which exceed $5,000,000, the Administrative Borrower shall deliver to the Administrative Agent provide a Borrowing Base Certificate not less than once each weekbased upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, as including the use of the Business Day immediately prior to the day of delivery and any Net Cash Proceeds received in connection with such Asset Sale, executed by a Responsible Officer of Group. Concurrently the Administrative Borrower; (iii) On each of (A) July 1, 2008, if the Tax Refund Amount has not then been received by the Administrative Borrower, (B) three Business Days after receipt of the Tax Refund Amount and (C) three Business Days after the Administrative Borrower receives any notice from the IRS rejecting or denying the Administrative Borrower’s application for the Tax Refund Amount or asserting or imposing any deduction or setoff by the IRS with respect to the delivery of any Tax Refund Amount, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to the then status of such Tax Refund Amount, including any mandatory prepayment to be made with the proceeds of such Tax Refund Amount pursuant to Section 2.7(b)(ii), executed by a Responsible Officer of the Administrative Borrower; (iv) The Administrative Agent and its agents and representatives may, upon reasonable prior notice to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments Borrowers’ sole cost and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conductexpense, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation make physical verifications of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts Assets in any reasonable manner and through any reasonable medium that the Administrative Agent considers advisable, and Group and but not more frequently than once each fiscal quarter prior to the occurrence of an Event of Default. The Administrative Borrower shall furnish all such reasonable assistance and information as the Administrative Agent may reasonably require in connection therewithwith any such verification. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Agent shall deliver provide Administrative Agent with the following documents in a form reasonably satisfactory to the Administrative Agent as soon as available, possible after the end of each fiscal month (but in any event within 15 days fifteen (15) Business Days after the end thereof) so long as no Default or Event of each calendar month, Default exists and Excess Availability shall be greater than $20,000,000 (and more frequently as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more may require at any time a Default or Event of Default exists or Excess Availability is less than one per week$20,000,000), a Borrowing Base Certificate executed by a Responsible Officer setting forth the calculation of Group; provided, that during each Accelerated the Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the last Business Day of the immediately prior preceding applicable period as to the day of delivery Accounts and Eligible Inventory, duly completed and executed by a Responsible Officer of Group. Concurrently the Borrower Agent, together with all schedules required pursuant to the delivery terms of any the Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate.duly completed; (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group The Borrowers shall conduct, or shall cause to be conducted, at their reasonable expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals updates to the Initial Inventory Appraisal that shall be in form and reviews as substance and from third-party appraisers reasonably acceptable to the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at (the expense of Group and “Updated Inventory Appraisal”) for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation amount of the Borrowing Base including correct attributable to Inventory; provided, however, that as long as no Default or Event of Default exists and complete copies of any invoicesis continuing and as long as Excess Availability is greater than $20,000,000, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent Borrowers shall not be required to conduct Updated Inventory Appraisals more than (x) 0 times in any period of 12 consecutive months if no Obligations are outstanding under this Facility, (y) once in any period of 12 consecutive months if Obligations are outstanding under this Facility, and conclude such field audits.(z) twice in any period of 12 consecutive months if Excess Availability is less than $20,000,000; (c) The Administrative Agent may, may carry out investigations and reviews of each Loan Parties’ property at the sole cost and reasonable expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. Borrowers (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed including field audits conducted by the Administrative Agent to conduct and conclude Agent) (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed“Field Examination”); provided, in the case of clause (B) belowhowever, two additional field audits in such calendar year) if (A) an that as long as no Default or Event of Default has occurred exists and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, long as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and Excess Availability is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.AMENDED AND RESTATED CREDIT AGREEMENT

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than 3 days after the end of each calendar monthweek, a Borrowing Base Certificate as of the end of such week executed by a Responsible Officer of the Borrower; provided, however, that from and after the date which is 90 days after the Closing Date, in the event the Available Credit is greater than $40,000,000, the Borrower shall deliver a Borrowing Base Certificate on a monthly basis as of the end of such calendar month, as soon as available and at such other times as may be reasonably requested by in any event not later than 6 Business Days after the Administrative Agent (but not more than one per week), a Borrowing Base Certificate end of each fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and the The Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided, in that the Borrower shall conduct, or cause to be conducted, inventory appraisals at its expense, no less frequently than the date which is 6 months after the Closing Date and thereafter, on each case at anniversary of the expense of Group and for the purpose of determining the Borrowing BaseClosing Date. Group and the The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrower shall promptly notify the Administrative Agent mayin writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) , or (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (d) The Administrative Agent shall, at the Borrower's sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory, at least on a quarterly basis, in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver On or prior to the Administrative Agent as soon as available, but in any event within 15 days after the end last Business Day of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver a copy of the same to each Lender) a Borrowing Base Certificate not less than once each week, as of the last Business Day of the immediately prior to the day of delivery preceding calendar week and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and the The Borrower agree (i) agrees that the Administrative Agent, on behalf of the Lenders, may appoint an independent or cause an internal third party appraiser to conduct and conclude two quarterly field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party the Grantors at the Borrower's sole cost and (ii) Group expense. The Administrative Agent shall be entitled to obtain from time to time as it deems necessary, but not less frequently than annually, new appraisals of the Inventory of the Grantors performed by an independent third party appraiser selected by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, and at the sole cost and expense of the Borrower. The Borrower further agrees to use its best efforts to assist each appraiser appointed by the Administrator Agent to conduct and conclude such field audits and appraisals. The Borrower shall conduct, or shall cause to be conducted, and upon request of the Administrative Agentat its reasonable expense, and present deliver to the Administrative Agent for its reasonable approval, such appraisals other appraisals, investigations and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and request for the purpose of determining the Borrowing Base. Group and the The Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the Borrower's sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than twenty days after the end of each calendar fiscal month, a Borrowing Base Certificate as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Borrower. During a Liquidity Event of DefaultPeriod, the Borrower shall deliver to deliver, as soon as available and in any event not later than five Business Days after the Administrative Agent a end the last day of each week, an additional Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day end of delivery and such period (containing available updated figures for Eligible Accounts) executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower agree receives or otherwise gains knowledge that (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and Borrowing Base is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 1590% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined Borrowing Base reflected in the U.S. Facilitymost recent Borrowing Base Certificate delivered pursuant to clause (a) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and above, (ii) Group shall conduct, or shall cause to be conducted, and upon request the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requesteda decrease therein, in each which case at such notice shall also include the expense amount of Group and for the purpose of determining the Borrowing Basesuch excess or (iii) a Liquidity Event Period has begun. Group and the AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (c) The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to thereinBase. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the Borrower’s sole cost and expense of Group and the Borrowerexpense, make test verifications or reviews of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. ; provided, however, that unless either (di) Each the Available Credit shall be less than $200,000,000 and/or (ii) a Liquidity Event Period shall then be in effect, no more than one such test verification or review shall be performed during any calendar year, provided, however, the Administrative Agent may also require a “desk top” review during such calendar year. If the Available Credit shall be less than $200,000,000, the Administrative Agent may conduct two such test verifications or reviews during such calendar year. If a Liquidity Event Period shall then be in effect, the Administrative Agent may conduct such test verifications or reviews at its discretion and, upon the Administrative Agent’s request and at the expense of Group and the Borrower, the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than one such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreport during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent as soon as available, but in any event within 15 days after the end of Not less than once each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Revolving Facility Agent a Borrowing Base Certificate not less than once each weekCertificate, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Revolving Facility Agent, on behalf of the Revolving Credit Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two quarterly field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Revolving Facility Agent, and present to the Administrative Revolving Facility Agent for approval, such appraisals and reviews as the Administrative Revolving Facility Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Revolving Facility Agent any information which the Administrative Revolving Facility Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Revolving Facility Agent to conduct and conclude such field audits. (c) The Administrative Revolving Facility Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that the Administrative Revolving Facility Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Revolving Facility Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Revolving Facility Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two four times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) 12 month-period and (ii) Appraisals, as reasonably requested by the Administrative Revolving Facility Agent (which, in the case of Inventory and Receivables, Receivables shall be conducted not less frequently than twice once during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser12 month-period), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each monthweek, the Borrower shall deliver to the Administrative Agent Agents a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent Agents may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Receivables, Eligible Finished Inventory and Eligible Other Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Borrowers shall deliver furnish to the Administrative Agent as soon as available, but in any event within 15 days after the end no later than Wednesday of each calendar month, as of the end of such calendar month, and at such other times week or more frequently as may be reasonably requested by the Administrative Agent (but not more than one per week)Agent, a Borrowing Base Certificate for each Borrower as of the immediately preceding Friday (or the relevant third preceding Business Day if requested more frequently) executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery together with reasonably detailed supporting information and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate documentation acceptable to the Administrative Agent, the Borrower . The Administrative Agent shall deliver, or cause make reasonable efforts to be delivered, furnish to the Administrative Agent Lenders a certification in reasonable detail setting forth the Available Credit as copy of the date of such each Borrowing Base CertificateCertificate following receipt thereof from the Borrowers; provided, however, that failure to furnish such a copy will not give rise to a claim or remedy by the Lenders against the Administrative Agent. (b) Group and the Each Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining each Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Each Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the its Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrowers shall notify the Administrative Agent in writing promptly upon any Borrower receiving or otherwise gaining knowledge that the Revolving Credit Outstandings in respect of such Borrower would result in a Borrowing Base Deficiency. (d) The Administrative Agent may, at the Borrowers’ sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower Borrowers shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver deliver, (i) if Available Credit is greater than or equal to the Administrative Agent $25,000,000, as soon as available, but available and in any event within 15 not later than ten days after the end last day of each calendar fiscal month, a Borrowing Base Certificate as of the end last day of such calendar fiscal month, (ii) if Available Credit is less than $25,000,000, as soon as available and in any event not later than three Business Days after the first day of each week and (iii) at such other times as may be reasonably requested by its discretion, three Business Days after the Administrative Agent first day of each week (but not more than one per weekfor a minimum of eight (8) consecutive weeks), a Borrowing Base Certificate as of the last day of the immediately preceding week, in each case, executed by a Responsible Officer of Group; providedthe Borrower. (b) The Borrower shall, that during each Accelerated Borrowing Base Certificate Delivery Period or during and shall cause the existence of an Event of DefaultUK Guarantor to, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliverconduct, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess, (iii) the Available Credit is less than $15,000,000 and is less than $10,000,000. (d) The Administrative Agent may, at the Borrower’s sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each therewith and at any time a Default or Event of Group Default shall be continuing, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received provide two (2) days prior written notice of its requests and unless a Default or Event of Default shall be continuing, the results of the appraisals, field audits, test Administrative Agent shall request no more than four such verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerduring any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver Subject to the applicable provisions of Article IV, the Borrowing Base in effect during the Initial Period is equal to $18,000,000 and the Monthly Borrowing Base Reduction is equal to $0.00. The Borrowing Base and the Monthly Borrowing Base Reduction for all periods subsequent to the Initial Period will be based upon the Reserve Reports provided by the Borrower relative to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties described on Exhibit B, which will be provided to Administrative Agent as soon as available, but from time to time. The Borrowing Base and the Monthly Borrowing Base Reduction shall be re-determined from time to time pursuant to the provisions of this Section. The Borrowing Base in any event within 15 days after effect subsequent to the end Initial Period shall automatically be reduced on the first day of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested month by the Administrative Agent (but not more than one per week), a Monthly Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateReduction. (b) Group On or before each April 1 and October 1 commencing April 1, 2005, until the Borrower agree (i) that the Administrative AgentMaturity Date, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information a Reserve Report, which shall set out, as of each preceding January 1 or July 1, as applicable, the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Each October Reserve Report may be prepared by the Borrower’s own engineers and shall be certified by the President or other Responsible Officer of the Borrower. Each April Reserve Report shall be a complete report prepared by independent reservoir engineers acceptable to Administrative Agent relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Upon receipt of each such Reserve Report, the Administrative Agent may reasonably request regarding the shall make a determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group Monthly Borrowing Base Reduction which shall become effective upon approval by the Required Lenders and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by subsequent written notification from the Administrative Agent to conduct the Borrower, and conclude such field auditswhich, subject to the other provisions of this Agreement, shall be the Borrowing Base and the Monthly Borrowing Base Reduction until the effective date of the next redetermination of the Borrowing Base as set out in this Section 2.04. For any Oil and Gas Properties which are being acquired by Borrower to be included as Borrowing Base Oil and Gas Properties, Administrative Agent shall be satisfied in its sole discretion that Borrower is acquiring Marketable Title in addition to satisfying all other conditions relating to ownership and transfer of Borrowing Base Oil and Gas Properties. The Administrative Agent may, subject to approval of the Required Lenders, and must, upon the request of the Required Lenders, redetermine the Borrowing Base and the Monthly Borrowing Base Reduction at any time, and from time to time, which redetermination shall become effective upon approval by the Required Lenders and subsequent written notification from the Administrative Agent to the Borrower and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base and the Monthly Borrowing Base Reduction shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction, as set out in this Section; provided that, that the Required Lenders shall not request more than one (1) unscheduled Borrowing Base and the Monthly Borrowing Base Reduction redetermination for every scheduled redetermination. (c) The Administrative Agent mayshall have the right to initiate no more than one (1) unscheduled redeterminations of the Borrowing Base between the scheduled redetermination dates described in Section 2.04(b) by requesting in writing that the Borrower provide an unscheduled Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety days prior to Borrower’s delivery of such Reserve Report to Administrative Agent, at and such Reserve Report shall be delivered to Administrative Agent within thirty days after Borrower’s receipt of such written request during the sole cost and expense term of Group this Agreement. The Borrower shall have the right to request, by written notice to Administrative Agent, one unscheduled redetermination of the Borrowing Base and the BorrowerMonthly Borrowing Base Reduction during any twelve-month consecutive period, make test verifications of the Accounts in any manner and through any medium that the subject to contemporaneously providing to Administrative Agent considers advisable, and Group and a Reserve Report with an effective date not more than ninety days prior to the Borrower shall furnish all date of such assistance and information as the Administrative Agent may reasonably require in connection therewithnotice. (d) Each If at any time the Required Lenders cannot otherwise agree on a redetermination of Group the Borrowing Base and the Borrower shallMonthly Borrowing Base Reduction, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by then the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and ReceivablesBorrowing Base, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at set on the time basis of the appointment Administrative Agent’s calculation of the appraiser or if Available Credit is less than 15% “weighted arithmetic average” (as hereinafter calculated) of the aggregate Borrowing Base and the Monthly Borrowing Base Reduction, as determined by each individual Lender and communicated to Administrative Agent in writing. However, the amount of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in Borrowing Base shall never be increased at any time without the U.S. Facility) in effect at unanimous consent of all the time Lenders, notwithstanding anything else herein to the contrary. For purposes of this paragraph, the “weighted arithmetic average” of the appointment Borrowing Base shall be determined by first multiplying the Borrowing Base proposed in writing to Administrative Agent by each Lender by such Lender’s Pro Rata Share, and then adding the results of each such calculation, with the appraiser), in each case at resultant sum being the sole expense of the Group and the BorrowerBorrowing Base. (e) Not less than once each monthThe Borrowing Base shall represent the Required Lenders’ approval (except where unanimous consent is required) of the Administrative Agent’s determination, in accordance with their customary lending practices, of the maximum loan amount that may be supported by the Borrowing Base Oil and Gas Properties and the Borrower shall deliver to acknowledges, for purposes of this Agreement, such determination by the Administrative Agent a certificate, as being the maximum loan amount that may be supported by the Borrowing Base Oil and Gas Properties. In making any redetermination of the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupBorrowing Base, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent toand the Lenders shall apply the parameters and other credit factors consistently applied then generally being utilized by the Administrative Agent and each such Lender, respectively, for Borrowing Base redeterminations for other similarly situated borrowers. The Borrower, Lenders and the Administrative Agent acknowledge that (i) that constitute Secured Obligations due to the uncertainties of the oil and gas extraction process, the Borrowing Base Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in value, and (ii) for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Oil and Gas Properties, the Administrative Agent’s determination of the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrower as essential for the adequate protection of such date;the Lenders. (f) In connection The Borrower may, from time to time upon written notice to the Administrative Agent, propose to add Oil and Gas Properties of the Borrower to the Borrowing Base Oil and Gas Properties. Any such proposal to add Oil and Gas Properties of the Borrower to the Borrowing Base Oil and Gas Properties shall be accompanied by a Reserve Report applicable to such properties that conforms to the requirements of Section 2.04, and evidence sufficient to establish that the Borrower has Marketable Title to such Oil and Gas Properties, and any such addition shall become effective at such time as: (a) the Administrative Agent, with the consummation approval of the Lenders, has made a Permitted Acquisitiondetermination of the amount by which the Borrowing Base would be increased as the result of such addition and (b) the conditions set out in Article IV hereof, no Eligible Receivables or Eligible Inventory to the extent they are applicable to such additional Oil and Gas Properties of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included the Borrower, have been satisfied. In determining the increase in the Borrowing Base pursuant to the extent provided for in this Agreement unless and until Section, the Administrative Agent and the Lenders shall apply the parameters and other credit factors set out in Section 2.04, above. Agent and Lenders hereby acknowledge and agree that the title is sufficient for the current Leases that have received been subject to review by Agent or its counsel and no updated or endorsement will be required at any time for any production under the results such Leases, unless Agent receives notice, or otherwise becomes aware of, any circumstances that would affect Borrower’s representations and warranties with regard to title to any such Borrowing Base Oil and Gas Property. Notwithstanding the foregoing, Borrower hereby agrees to provide Agent, within 60 days of this Agreement, an updated title opinion of that certain Title Opinion dated January 27, 1997 prepared by Xxxxxxxx, Xxxxxxx & Xxxxx, LLP, as supplemented by that certain Supplemental Title Opinion dated January June 2, 1998 also prepared by Xxxxxxxx, Xxxxxxx & Xxxxx, LLP, each of which cover State Lease 000, Xxxx Xxxx Xxxxxxx Xxx Fielding, with such update confirming Marketable Title of such property in the name of Borrower. (g) At any time that Borrower proposes to increase the Borrowing Base by adding additional Oil and Gas Properties to the Borrowing Base Oil and Gas Properties pursuant to Section 2.04(f), Borrower may also request that Lenders increase the amount of the appraisalsAggregate Commitments stated on Schedule 2.01. At any time that Borrower makes such a request it shall promptly provide Administrative Agent with such financial information as Administrative Agent may request to assist the Administrative Agent in evaluating such request. Following the receipt of such information from Borrower, field auditsthe Administrative Agent shall, test verifications with the unanimous approval of the Lenders, subject to all internal approvals of each Lender, and in the normal course of its business, make a redetermination of the Aggregate Commitments, which shall become effective upon written notification from the Administrative Agent to Borrower of the new Aggregate Commitments based on the parameters and other evaluations of such Collateral as it may reasonably request of the type specified credit factors set out in clauses (bSection 2.04(e), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver Borrowing Base in effect as of the Closing Date is $7,200,000 relative to the Administrative Agent as Proved Reserves attributable to the Borrowing Base Oil and Gas Properties and the Monthly Borrowing Base Reduction is $0.00. The Borrowing Base shall be automatically reduced on the first day of each month by the Monthly Borrowing Base Reduction beginning November 1, 2011. The Borrowing Base and the Monthly Borrowing Base Reduction shall be re-determined from time to time pursuant to the provisions of this Section. (b) As soon as available, available but in any event within 15 days after on or before each April 1 and October 1, beginning with October 1, 2011, until the end of each calendar monthMaturity Date, Borrowers shall furnish to Administrative Agent a Reserve Report, which shall set out, as of each preceding January 1 or July 1, as applicable, the end of such calendar month, Proved Reserves attributable to the Borrowing Base Oil and at such other times as Gas Properties. Each October Reserve Report may be reasonably requested prepared by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate executed Borrowers’ chief petroleum engineer and shall be certified by a Responsible Officer of Group; provided, that during each Accelerated Borrowers. Each April Reserve Report shall be a complete report prepared by independent petroleum engineers or firm of engineers reasonably acceptable to Administrative Agent relating to the Proved Reserves attributable to the Borrowing Base Certificate Delivery Period Oil and Gas Properties. Upon receipt of each such Reserve Report or during the existence of an Event of Default, the Borrower shall deliver any Reserve Report delivered pursuant to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (BBorrowers’ election under Section 2.04(c) below, two additional field audits Administrative Agent shall make a determination in such calendar year) if (A) an Event of Default has occurred and is continuing at the time its sole discretion of the appointment Borrowing Base and the Monthly Borrowing Base Reduction which shall become effective upon approval by the Required Banks (if such determination will decrease the existing Borrowing Base) or all Banks (if such determination will increase or maintain the existing Borrowing Base) and subsequent written notification from Administrative Agent to Borrowers, and which, subject to the other provisions of this Agreement, shall be the Borrowing Base and the Monthly Borrowing Base Reduction until the effective date of the appraiser or (B) Available Credit has been less than 15% next redetermination of the aggregate Borrowing Base and the Monthly Borrowing Base Reduction as set out in this Section 2.04. A Bank’s failure to disapprove of Administrative Agent’s determination within fifteen (15) days by delivery of an alternative proposed Borrowing Base and Monthly Borrowing Base Reduction shall be deemed such Bank’s approval of Administrative Agent’s determination. For any Oil and Gas Properties which are being acquired by Loan Parties to be included as Borrowing Base Oil and Gas Properties, Administrative Agent shall be satisfied in its reasonable discretion that Borrowers are acquiring Marketable Title in addition to satisfying all other conditions relating to ownership and transfer of Borrowing Base Oil and Gas Properties. Administrative Agent may, subject to approval of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conductedRequired Banks, and must, upon the request of the Required Banks, redetermine the Borrowing Base and the Monthly Borrowing Base Reduction at any time, and from time to time, which redetermination shall be at Administrative Agent’s sole discretion and shall become effective upon approval by the Required Bank (if such determination will decrease the existing Borrowing Base) or all Banks (if such determination will increase or maintain the existing Borrowing Base) and subsequent written notification from Administrative Agent to Borrowers and which, subject to the other provisions of this Agreement, shall be the Borrowing Base and the Monthly Borrowing Base Reduction until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction, as set out in this Section 2.04; provided that Administrative Agent shall not request more than one (1) unscheduled Borrowing Base and the Monthly Borrowing Base Reduction redetermination between the scheduled redetermination dates and, provided further, that a Bank’s failure to disapprove of Administrative Agent’s determination within fifteen (15) days by delivery of an alternative proposed Borrowing Base and Monthly Borrowing Base Reduction shall be deemed such Bank’s approval of Administrative Agent’s determination. With respect to any unscheduled Borrowing Base and Monthly Borrowing Base Reduction redetermination, Administrative Agent may request in writing that the Borrowers provide a Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety (90) days prior to Borrowers’ delivery of such Reserve Report to Administrative Agent, and present such Reserve Report shall be delivered to the Administrative Agent for approval, within ninety (90) days after Borrowers’ receipt of such appraisals and reviews as the Administrative Agent shall reasonably written request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrowers shall have the right to request, by written notice to Administrative Agent, one unscheduled redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction between the scheduled redetermination dates described in Section 2.04(b). For unscheduled redeterminations requested by Borrowers of the Borrowing Base and the Monthly Borrowing Base Reduction, Administrative Agent mayshall request in writing that Borrowers provide an unscheduled Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety days prior to Borrowers’ delivery of such Reserve Report to Administrative Agent, at the sole cost and expense such Reserve Report shall be delivered to Administrative Agent within thirty days after Borrower’s receipt of Group and the Borrower, make test verifications such written request. Immediately upon redetermination of the Accounts in any manner and through any medium that the Borrowing Base by Administrative Agent considers advisableunder Section 2.04, and Group and the Borrower Borrowers shall furnish all such assistance and information as the pay to Administrative Agent may reasonably require an engineering fee as set forth in connection therewithSection 2.08(c). (d) Each If at any time the Required Banks or all the Banks, as the case may be, cannot otherwise agree on a redetermination of Group and the Borrower shallBorrowing Base, and then the Borrowing Base shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude be set (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in on the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time basis of the appointment of lowest Borrowing Base approved by a Bank and communicated to Administrative Agent in writing if such lowest approved Borrowing Base increases the appraiser Borrowing Base; or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisalson the basis of the highest approved Borrowing Base acceptable to a sufficient number of Banks to constitute Required Banks without increasing the Borrowing Base, as reasonably requested applicable. If the Borrowing Base is set based on the lowest approved Borrowing Base, such redetermination shall be deemed to be approved by all of the Banks, and if the Borrowing Base is set based on the highest approved Borrowing Base acceptable to a sufficient number of Banks to constitute Required Banks, such redetermination shall be deemed to be approved by the Required Banks. However, the amount of the Borrowing Base shall never be (y) increased or reaffirmed at any time without the unanimous consent or deemed consent of the Banks or (z) increased above the Administrative Agent (whichAgent’s proposed Borrowing Base, notwithstanding anything in this Agreement to the case contrary. Determinations of Inventory and Receivables, the Borrowing Base shall be conducted not less frequently than twice during each calendar year conclusive as to the Banks and may in any event be conducted if an Event of Default has occurred and the Borrowers. There is continuing at the time no duty, implied or explicit, of the appointment of Banks ever to increase the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the BorrowerBorrowing Base. (e) Not less than once each monthThe Borrowing Base determined in accordance with this Section 2.04 based on the Administrative Agent’s and the Banks’ customary lending practices shall represent the maximum Loan amount that may be supported by the Borrowing Base Oil and Gas Properties, and the Borrower shall deliver to Borrowers acknowledge, for purposes of this Agreement, same. In exercising their discretion in redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction, the Administrative Agent a certificate, as of and the day immediately prior to other Banks shall consistently apply the day of delivery parameters and executed other credit factors then generally being utilized by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent toand each such Bank, respectively, for Borrowing Base redeterminations at the time for other similarly situated borrowers based, in part, upon the Reserve Report with respect to the Borrowing Base Oil and Gas Properties. The Borrowers, the Banks and the Administrative Agent acknowledge that (i) that constitute Secured Obligations due to the uncertainties of the oil and gas extraction process, the Borrowing Base Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in value, and (ii) for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Oil and Gas Properties, the Administrative Agent’s determination of the maximum Loan amount with respect to the Borrowing Base Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrowers as essential for the adequate protection of such date;the Banks. (f) In connection Borrowers may, from time to time upon written notice to Administrative Agent, propose to add Oil and Gas Properties of Loan Parties to the Borrowing Base Oil and Gas Properties. Any such proposal to add Oil and Gas Properties of Loan Parties to the Borrowing Base Oil and Gas Properties shall be accompanied by a Reserve Report applicable to such properties that conforms to the requirements of this Section 2.04, and evidence sufficient to establish that Loan Parties have, or concurrently with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included increase in the Borrowing Base will have Marketable Title to such Oil and Gas Properties, and any such addition shall become effective at such time as: (i) Administrative Agent has made a determination of the amount by which the Borrowing Base would be increased as the result of such addition, (ii) the conditions set out in Article IV hereof, to the extent provided for they are applicable to such additional Oil and Gas Properties of Loan Parties, have been satisfied, and (iii) unanimous approval of all the Banks. In determining the increase in the Borrowing Base pursuant to this Section, Administrative Agent and the Banks shall apply the parameters and other credit factors set out in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the BorrowerSection 2.04.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall Company may deliver from time to the Administrative Agent as soon as availabletime a Borrowing Base Certificate, but in any event within shall deliver a Borrowing Base Certificate (i) as soon as available but in any event not later than 15 days after the end of each calendar month, as of the end of such calendar month, fiscal month and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), ii) during a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Liquidity Event Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at continuing, not later than 5 days after the time end the last day of each week (containing available updated figures for Eligible Receivables but not, unless otherwise available, Eligible Inventory), in each case, executed by a Responsible Officer of the appointment Company. (b) The Company may and, upon request of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group Multi-Currency Administrative Agent, shall conduct, or shall cause to be conducted, and upon request of the Administrative Agentat its expense, and present to the Multi-Currency Administrative Agent for approval, such appraisals Appraisals, investigations and reviews as the Multi-Currency Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon reasonable notice and at such times during normal business hours and as often as may be reasonably requested; provided, in each case at however, that unless a Default or Event of Default shall be continuing, the expense of Group Multi-Currency Administrative Agent shall request no more than four such Appraisals, investigations and for the purpose of determining the Borrowing Basereviews during any calendar year. Group and the Borrower The Company shall furnish to the Multi-Currency Administrative Agent any information which that the Multi-Currency Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Company shall promptly notify the Multi-Currency Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, (ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Multi-Currency Availability as a result of a decrease therein, in which case such notice shall also include the amount of such excess or (iii) a Liquidity Event Period has begun. (d) The Multi-Currency Administrative Agent may, at the Company's sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Multi-Currency Administrative Agent reasonably considers advisable, and Group and the Borrower Company shall furnish all such assistance and information as the Multi-Currency Administrative Agent may reasonably require in connection therewith. (d) Each ; provided, however, that unless a Default or Event of Group Default shall be continuing, the Multi-Currency Administrative Agent shall request no more than four such verifications during any calendar year. At any time and from time to time, upon the Borrower shallMulti-Currency Administrative Agent's request and at the expense of the Company, and the Company shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others reasonably satisfactory to assist an independent third party appraiser appointed by the Multi-Currency Administrative Agent to conduct furnish to the Multi-Currency Administrative Agent reports showing reconciliations, aging and conclude test verifications of, and trial balances for, the Accounts; provided, further, that unless a Default or Event of Default shall be continuing, (i) field audits with respect to Inventory owned by any Canadian Loan Party not the Multi-Currency Administrative Agent shall request no more frequently than two times in four such reports during any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Multi-Currency Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, reports showing reconciliations only at the sole cost and expense end of Group and the Borrowera fiscal quarter.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 days after the end not later than Thursday of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate as of the close of business on the immediately prior Saturday together with a detailed calculation as to the amount of the Equity Cushion as of such date, each executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and the The Borrower agree shall (i) that use its commercially reasonable efforts to complete third party appraisals in form and substance satisfactory to the Administrative AgentAgent of all Inventory, on behalf Accounts and Installment Contracts of the Lenders, may appoint an independent or an internal third party appraiser to conduct Borrower and conclude two field audits in each calendar year (and additional field audits (not to exceed, in its Subsidiaries promptly after the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party Closing Date and (ii) Group shall conduct, or shall cause to be conducted, at its expense, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided, in each case at however, that unless a Default or Event of Default shall be continuing, the expense of Group Administrative Agent shall request no more than four such appraisals, investigations and for the purpose of determining the Borrowing Basereviews during any calendar year. Group and the The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time a Responsible Officer of the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above or (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (d) The Administrative Agent may, at the Borrower's sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each . At any time and from time to time, upon the Administrative Agent's request and at the expense of Group and the Borrower, the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than four such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreports during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall Company may deliver from time to the Administrative Agent as soon as availabletime a Borrowing Base Certificate, but in any event within shall deliver a Borrowing Base Certificate (i) as soon as available but in any event not later than 15 days after the end of each calendar month, as of the end of such calendar month, fiscal month and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), ii) during a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Liquidity Event Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at continuing, not later than 5 days after the time end the last day of each week (containing available updated figures for Eligible Receivables but not, unless otherwise available, Eligible Inventory), in each case, executed by a Responsible Officer of the appointment Company. (b) The Company may and, upon request of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group Multi-Currency Administrative Agent, shall conduct, or shall cause to be conducted, and upon request of the Administrative Agentat its expense, and present to the Multi-Currency Administrative Agent for approval, such appraisals Appraisals, investigations and reviews as the Multi-Currency Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon reasonable notice and at such times during normal business hours and as often as may be reasonably requested; provided, in each case at however, that unless a Default or Event of Default shall be continuing, the expense of Group Multi-Currency Administrative Agent shall request no more than four such Appraisals, investigations and for the purpose of determining the Borrowing Basereviews during any calendar year. Group and the Borrower The Company shall furnish to the Multi-Currency Administrative Agent any information which that the Multi-Currency Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Company shall promptly notify the Multi-Currency Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, (ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Multi-Currency Availability as a result of a decrease therein, in which case such notice shall also include the amount of such excess or (iii) a Liquidity Event Period has begun. (d) The Multi-Currency Administrative Agent may, at the Company’s sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Multi-Currency Administrative Agent reasonably considers advisable, and Group and the Borrower Company shall furnish all such assistance and information as the Multi-Currency Administrative Agent may reasonably require in connection therewith. (d) Each ; provided, however, that unless a Default or Event of Group Default shall be continuing, the Multi-Currency Administrative Agent shall request no more than four such verifications during any calendar year. At any time and from time to time, upon the Borrower shallMulti-Currency Administrative Agent’s request and at the expense of the Company, and the Company shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others reasonably satisfactory to assist an independent third party appraiser appointed by the Multi-Currency Administrative Agent to conduct furnish to the Multi-Currency Administrative Agent reports showing reconciliations, aging and conclude test verifications of, and trial balances for, the Accounts; provided, further, that unless a Default or Event of Default shall be continuing, (i) field audits with respect to Inventory owned by any Canadian Loan Party not the Multi-Currency Administrative Agent shall request no more frequently than two times in four such reports during any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Multi-Currency Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, reports showing reconciliations only at the sole cost and expense end of Group and the Borrowera fiscal quarter.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than twenty days after the end of each calendar fiscal month, a Borrowing Base Certificate as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Borrower. During a Liquidity Event of DefaultPeriod, the Borrower shall deliver to deliver, as soon as available and in any event not later than five Business Days after the Administrative Agent a end the last day of each week, an additional Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day end of delivery such period (containing available updated figures for Eligible Accounts, Eligible Inventory and Eligible Medicaid Supplemental Payments) executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower agree receives or otherwise gains knowledge that (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and Borrowing Base is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 1590% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined Borrowing Base reflected in the U.S. Facilitymost recent Borrowing Base Certificate delivered pursuant to clause (a) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and above, (ii) Group shall conduct, or shall cause to be conducted, and upon request the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requesteda decrease therein, in each which case at such notice shall also include the expense amount of Group and for the purpose of determining the Borrowing Base. Group and the such excess or (iii) a Liquidity Event Period has begun. (c) The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base or in relation to any field examination (including correct any appraisal, evaluation and complete copies other diligence as applicable) or any updates thereof with respect to the Inventory and Accounts (for the purpose of this Section 6.09, including any invoices, underlying agreements, instruments or other documents and Accounts relating to the identity of all Account Debtors in respect of Accounts referred to thereinMedicaid Supplemental Payments). Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the Borrower’s sole cost and expense of Group expense, conduct any field examination (including any appraisal, evaluation and the Borrower, make test verifications other diligence as applicable) of the Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments) in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall; provided, and however, that unless a Liquidity Event Period shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times then be in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) effect or an Event of Default has shall have occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less continuing, no more than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined one such field examination shall be performed during any calendar year. If a Liquidity Event Period shall then be in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisalseffect, as reasonably requested by the Administrative Agent may conduct two (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice aggregate) such field examinations during each such calendar year and may in any event be conducted if an Event of Default has shall have occurred and is continuing continuing, there shall be no limitation on the number of field examinations during such calendar year. If a Liquidity Event Period shall then be in effect, and, upon the Administrative Agent’s request and at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver cause independent public accountants or others satisfactory to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing furnish to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of including any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base Accounts relating to the extent provided Medicaid Supplemental Payments) and the appraisals and evaluations for in this Agreement the Inventory; provided, however, that unless and until an Event of Default shall be continuing, the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than one such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.report during any calendar year. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 days not later than ten Business Days after the end of each calendar fiscal month, a Borrowing Base Certificate as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to (and on the Administrative Agent a Borrowing Base Certificate not less than once Thursday of each week, as of the Business Day immediately prior to the day of delivery weekly updates thereof showing sales and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of collections for such Borrowing Base Certificateweek). (b) Group and the The Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals (i) updates to the Initial Appraisals that shall be in form and reviews as substance and from third-party appraisers reasonably acceptable to the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at (the expense of Group and "Updated Appraisals") for the purpose of determining the Borrowing BaseBase and (ii) other investigations and reviews (including field audits conducted by the Administrative Agent); provided, however, that as long as no Liquidity Event Period is continuing, the Borrower shall be required to provide Updated Appraisals no more than (A) twice in any Fiscal Year for Inventory and (B) once in any Fiscal Year for Equipment (including Aircraft Collateral) and Real Property (it being understood that the Borrower shall provide the Updated Appraisals required under (A) and (B) above once each Fiscal Year in the absence of any request from the Administrative Agent) and provided, further, so long as no Liquidity Event Period is continuing, the Administrative Agent may carry out other investigations and reviews (including field audits conducted by the Administrative Agent) no more than four in any Fiscal Year (but no more than once in any three-month period). Group and the The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess or (iii) a Liquidity Event Period has begun. (d) The Administrative Agent may, at the Borrower's sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each . At any time and from time to time, upon the Administrative Agent's request and at the expense of Group and the Borrower, the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of unless a Permitted AcquisitionLiquidity Event Period shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than four such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.reports during any calendar year. FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Borrowers shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 days after the end not later than Wednesday of each calendar monthweek, a Borrowing Base Certificate setting forth the Borrowing Base of each Borrower and its Eligible Subsidiaries and the Aggregate Borrowing Base as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate previous week executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and the Each Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base of such Borrower and its Eligible Subsidiaries, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided however, in each case at the expense of Group and that for the purpose purposes of determining the Borrowing Basevalue of Eligible Equipment and Eligible Real Property on the Closing Date and on the EFTC Joinder Date, such appraisals shall be obtained in accordance with clause (e) below. Group and the Each Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base of such Borrower and its Eligible Subsidiaries, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) Each Borrower shall promptly notify the Administrative Agent in writing in the event that at any time such Borrower receives or otherwise gains knowledge that (i) the Borrowing Base of such Borrower and its Eligible Subsidiaries is less than 90% of the Borrowing Base of such Borrower and its Eligible Subsidiaries reflected in the most recent Borrowing Base Certificate for such Borrower delivered pursuant to clause (a) above or (ii) the outstanding Revolving Credit Outstandings owing by such Borrower exceed the Borrowing Base for such Borrower and its Eligible Subsidiaries as a result of a decrease therein, in which case such notice shall also include, without limitation, the amount of such excess. (d) The Administrative Agent may, at the Borrowers' sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the each Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (de) Each For the purposes of Group determining the value of Eligible Equipment and Eligible Real Property in effect on the Borrower shallClosing Date, and (i) the orderly liquidation value of the Borrowers' Eligible Equipment shall cause each be determined using the valuations set forth in the appraisal dated November 28, 2000, by Emerald Technology Valuations, LLC (and, in respect of Collateral owned by EFTC or any of its respective Subsidiaries toon the EFTC Joinder Date, use its reasonable best efforts using the valuations set forth in a recent appraisal reasonably satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisalsthe Fair Market Value of the Borrowers' Eligible Real Property shall be determined using the valuations set forth in the appraisal dated November 26, 2000 by CB Xxxxxxx Xxxxx, Inc., as reflected in the Borrowing Base Certificate delivered to the Administrative Agent prior to the Closing Date (and, in respect of Eligible Real Property (if any) of EFTC or any of its Subsidiaries on the EFTC Joinder Date, using the valuations set forth in a recent appraisal reasonably requested satisfactory to the Administrative Agent). Such value shall be updated (x) on the first and third anniversaries of the Closing Date, by internal auditors of the Administrative Agent or based on new values obtained as a result of a "desktop review" conducted by a third-party appraiser satisfactory to the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group in form and the Borrower. (e) Not less than once each month, the Borrower shall deliver substance satisfactory to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (cAgent) and (dy) aboveon the second and fourth anniversaries of the Closing Date, based on new appraisals obtained by the Borrowers at their own expense, and each on form and substance and from an appraiser acceptable to the sole cost and expense of Group and the BorrowerAdministrative Agent.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 days after the end not later than Thursday of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate as of the close of business on the immediately prior Saturday, each executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and the The Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approvalsuch appraisals, such appraisals investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, and all of which appraisals, investigations and reviews shall (if applicable) be prepared by third parties acceptable to and engaged by the Administrative Agent; provided, however, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request (i) no more than four such appraisals, investigations and reviews with respect to the Inventory of the Borrower and its Subsidiaries and (ii) no more than four such appraisals, investigations and reviews with respect to the Accounts and Installment Contracts of the Borrower and its Subsidiaries, in each case during any calendar year; provided, further that, if requested by the Borrower, the Administrative Agent will (unless the Administrative Agent reasonably objects thereto), obtain or conduct such appraisals, investigations and reviews at such additional times as the expense Borrower may reasonably request (including after the completion of Group and for the purpose of determining the Borrowing BaseBorrower's going-out-of-business sale program). Group and the The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time a Responsible Officer of the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above or (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (d) The Administrative Agent may, at the Borrower's sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each . At any time and from time to time, upon the Administrative Agent's request and at the expense of Group and the Borrower, the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than four such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreports during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Co-Borrowers shall deliver to a Borrowing Base Certificate (i) as soon as available but in any event not later than (A) 30 days after the Administrative Agent end of each of the first three fiscal months occurring after the Closing Date and (B) thereafter, 15 Business Days after the end of each fiscal month, (ii) during a Reporting Trigger Period, not later than 12:00 (noon), New York City time, on the 6th Business Day after the end the last day of each week and (iii) as soon as available, but in any event within 15 days not later than 2 Business Days after the end non-ordinary course sale of each calendar month, as of any Collateral included in the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate to a third party, in each case, executed by a Responsible Officer of Groupthe Borrower; provided that provided that the Co-Borrowers may elect to deliver Borrowing Base Certificates on a weekly basis within the timeframes set forth in clause (ii) above in addition to monthly Borrowing Base Certificates so long as the Co-Borrowers maintain such weekly delivery for the immediately following 30-day period; provided, further, that during each Accelerated weekly Borrowing Base Certificate Delivery Period or during Certificates shall include information as to rebates, deferred revenue and unapplied cash that will be updated in accordance with the existence of an Event of Defaultschedule set forth in clause (i) above. (b) The Borrower may and, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as upon request of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliverconduct, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agentat its expense, and present to the Administrative Agent for approval, such appraisals appraisals, and reviews field examinations as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon reasonable notice and at such times during normal business hours and as often as may be reasonably requested; provided, however, that unless a Reporting Trigger Period has commenced and is continuing, the Agent shall request no more than (x) one such appraisal and (y) two such field examinations, in each case at case, during any calendar year; provided, further, once a Reporting Trigger Period has commenced and is continuing, the expense Agent shall be permitted request no more than (x) two such appraisals and (y) three such field examinations, in each case, during any calendar year; provided, finally, that after an Event of Group Default has occurred and for is continuing, there shall be no limit to the purpose number of determining appraisals and field examinations that the Borrowing BaseAgent shall be permitted to request. Group and the The Borrower shall furnish to the Administrative Agent any available information which (subject to any obligations of confidentiality) that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative If an Event of Default has occurred and is continuing, the Agent may, at the Co-Borrowers’ sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group . At any time and from time to time, upon the Borrower shall, Agent’s request and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver cause independent public accountants or others reasonably satisfactory to the Administrative Agent a certificate, as of the day immediately prior to furnish to the day of delivery Agent reports showing reconciliations, aging and executed by a Responsible Officer of Grouptest verifications of, and trial balances for, the Accounts; provided, however, that sets forth unless a Reporting Trigger Period has commenced, the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received request no more than two such reports during any calendar year and; provided, further, that once a Reporting Trigger Period has commenced and is continuing, the results of the appraisals, field audits, test verifications and other evaluations of Agent shall request no more than four such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreports during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent as soon as available, but in any event within 15 days after the end of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; PROVIDED, in each case at the expense of Group and HOWEVER, that for the purpose purposes of determining the Borrowing BaseFixed Asset Amount, such appraisals shall be obtained in accordance with SECTION 6.11(D). Group and the The Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the . (b) The Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to conduct SECTION 6.1(H) or that (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, and conclude the amount of such field auditsexcess. (c) The Administrative Agent may, at the Borrower's sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each For the purposes of Group and determining the Borrower shallFixed Asset Amount in effect on the Closing Date, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, the orderly liquidation value of the Borrower's Eligible Equipment shall be determined using the valuations set forth in the case of clause (B) belowappraisal dated July 16, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) 1999 by MB Valuations and (ii) Appraisalsthe Fair Market Value of the Borrower's Eligible Real Property shall be determined using the valuations set forth in the appraisal dated July 28, 1999 by Xxxxxxx & Wakefield, as reasonably requested reflected in the Borrowing Base Certificate delivered to the Administrative Agent prior to the Closing Date. The Fixed Asset Amount shall be adjusted by the Administrative Agent (whichA) on the first anniversary of the Closing Date, in based upon revised "desktop" valuations of the case of Inventory Borrower's Eligible Equipment and Receivables, shall be conducted Eligible Real Property undertaken by Citicorp's internal auditors and notified to the Borrower not less frequently than twice during each calendar year 30 days prior to the first anniversary of the Closing Date, (B) on the second anniversary of the Closing Date, based upon third party appraisals from MB Valuations and may in Xxxxxxx & Xxxxxxxxx (or any event be conducted if an Event of Default has occurred and is continuing other appraiser reasonably satisfactory to the Administrative Agent) obtained by Citicorp at the time Borrower's expense not more than 90 nor less than 30 days prior to the second anniversary of the appointment Closing Date, (C) upon any sale of Equipment or Real Property (other than the appraiser or if Available Credit is less than 15Excluded Property), by reducing the Fixed Asset Amount by 75% of the aggregate orderly liquidation value of the Revolving Credit Commitments Equipment or 50% of the Fair Market Value of the Real Property which is the subject of any such sale, and Revolving Credit Commitments (as defined in D) by the U.S. Facility) amount of any reserves then in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group with respect to such Eligible Equipment and the BorrowerEligible Real Property. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than twenty days after the end of each calendar fiscal month, a Borrowing Base Certificate as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Borrower. During a Liquidity Event of DefaultPeriod, the Borrower shall deliver to deliver, as soon as available and in any event not later than five Business Days after the Administrative Agent a end the last day of each week, an additional Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day end of delivery and such period (containing available updated figures for Eligible Accounts) executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower agree receives or otherwise gains knowledge that (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and Borrowing Base is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 1590% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined Borrowing Base reflected in the U.S. Facilitymost recent Borrowing Base Certificate delivered pursuant to clause (a) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and above, (ii) Group shall conduct, or shall cause to be conducted, and upon request the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requesteda decrease therein, in each which case at such notice shall also include the expense amount of Group and for the purpose of determining the Borrowing Basesuch excess or (iii) a Liquidity Event Period has begun. Group and the AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION (c) The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to thereinBase. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the Borrower’s sole cost and expense of Group and the Borrowerexpense, make test verifications or reviews of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each ; provided, however, that unless a Liquidity Event Period shall then be in effect, no more than two such test verifications or reviews shall be performed during any calendar year. If there is then in effect a Liquidity Event Period, upon the Administrative Agent’s request and at the expense of Group and the Borrower, the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than one such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreport during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Borrowers shall deliver to the Administrative Agent as soon as availabledeliver, but in any event within 15 days three (3) Business Days after the end Effective Date and, thereafter, no later than the Wednesday of each calendar monthof the following weeks, a Borrowing Base Certificate setting forth the Borrowing Base of each Borrower and its Eligible Subsidiaries and the Aggregate Borrowing Base as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate previous week executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and the Each Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base of such Borrower and its Eligible Subsidiaries, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Each Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base of such Borrower and its Eligible Subsidiaries, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) Each Borrower shall promptly notify the Administrative Agent in writing in the event that at any time such Borrower receives or otherwise gains knowledge that (i) the AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION Borrowing Base of such Borrower and its Eligible Subsidiaries is less than 90% of the Borrowing Base of such Borrower and its Eligible Subsidiaries reflected in the most recent Borrowing Base Certificate for such Borrower delivered pursuant to clause (a) above or (ii) the outstanding Revolving Credit Outstandings owing by such Borrower exceed the Borrowing Base for such Borrower and its Eligible Subsidiaries as a result of a decrease therein, in which case such notice shall also include, without limitation, the amount of such excess. (d) The Administrative Agent may, at the Borrowers' sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the each Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (de) Each For the purposes of Group determining values of Eligible Equipment and Eligible Real Property on the Borrower shallEffective Date, (i) the orderly liquidation value of the Borrowers' and their Eligible Subsidiaries' Eligible Equipment shall cause each be determined using the valuations set forth in the appraisal dated as of April 1, 2003, by Emerald Technology Valuations, LLC and (ii) the Fair Market Value of K*TEC and its respective Subsidiaries toEligible Subsidiaries' Eligible Real Property shall be determined using the valuations set forth in the appraisal dated February 13, use its reasonable best efforts 2002 by CB Xxxxxxx Xxxxx, Inc., as reflected in the Borrowing Base Certificate delivered to assist an independent third party appraiser appointed by the Administrative Agent prior to conduct and conclude the Initial Closing Date. (f) The values determined in clause (e) above shall be updated after the Effective Date (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) belowEligible Equipment, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time on or about each anniversary of the appointment of Effective Date, based on new appraisals obtained by the Borrowers at their own expense in form and substance and from an appraiser or (B) Available Credit has been less than 15% of reasonably acceptable to the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and Administrative Agent, (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory Eligible Real Property, at least annually, based on new appraisals obtained by the Borrowers at their own expense in form and Receivables, shall be conducted not less frequently than twice during each calendar year substance and may in any event be conducted if from an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver reasonably acceptable to the Administrative Agent a certificateAgent. If any Eligible Equipment is sold by any Borrower or Eligible Subsidiary thereof in accordance with clause (b) of Section 8.4 (Sale of Assets), as then, the orderly liquidation value of the day immediately remaining Eligible Equipment shall be determined (until the next appraisal, investigation, "desktop review" or other review conducted in accordance with this Agreement in respect of such Eligible Equipment) by subtracting from the orderly liquidation value of the Eligible Equipment of such Borrower or Eligible Subsidiary prior to such sale the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Net Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as Proceeds of such date; sale used to prepay the Loans in accordance with clause (fa) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses Section 2.9 (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Company shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 days after not later than the end third Business Day of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate as of the last day of the immediately preceding week executed by a Responsible Officer of Group; provided, that during each Accelerated the Company in respect of (i) the US Borrowing Base and (ii) the Foreign Borrowing Base. Each Borrowing Base Certificate Delivery Period or during shall contain information, in reasonable detail, as to (A) Eligible Foreign Receivables and Eligible US Receivables (updated, in each case, weekly) and (B) Eligible Foreign Inventory and Eligible US Inventory (updated, in each case, monthly). During the existence continuance of an Event of Default, or at any time that either of the Borrower Foreign Available Credit or the US Available Credit is less than $10,000,000, the Company shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, Certificates at such intervals as of the Business Day immediately prior to the day of delivery and executed shall reasonably be requested by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the either Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group The Company shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, at its expense and present to the requesting Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the such Administrative Agent shall reasonably requestrequest for the purpose of verifying the US Borrowing Base or Foreign Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower The Company shall furnish to the Administrative Agent Agents any information which the Administrative Agent Agents may reasonably request regarding the determination and calculation of the US Borrowing Base or Foreign Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Company shall promptly notify the Domestic Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the US Borrowing Base is less than 90% of the US Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to Section 6.12(a) (BORROWING BASE DETERMINATION) or that (ii) the US Revolving Credit Outstandings exceed the US Borrowing Base 103 as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (d) The Company shall promptly notify the Foreign Administrative Agent in writing in the event that at anytime the Company receives or otherwise gains knowledge that (i) the Foreign Borrowing Base is less than 90% of the Foreign Borrowing Base reflected in the most recent Borrowing Base Certificate delivered in respect thereto pursuant to Section 6.12(a) (BORROWING BASE DETERMINATION), or (ii) the Foreign Revolving Credit Outstandings exceed the Foreign Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (e) Upon reasonable request, the Administrative Agents may, at the Company's sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers Agents consider advisable, and Group and the Borrower Company shall furnish all such assistance and information as the Administrative Agent Agents may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver furnish to the Administrative Agent as soon as available, but in any event within 15 days after the end no later than Wednesday of each calendar month, as of the end of such calendar month, and at such other times week or more frequently as may be reasonably requested by the Administrative Agent (but not more than one per week)Agent, a Borrowing Base Certificate for the Borrower as of the immediately preceding Friday (or the relevant third preceding Business Day if requested more frequently) executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery together with reasonably detailed supporting information and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate documentation acceptable to the Administrative Agent, the Borrower . The Administrative Agent shall deliver, or cause make reasonable efforts to be delivered, furnish to the Administrative Agent Lenders a certification in reasonable detail setting forth the Available Credit as copy of the date of such each Borrowing Base CertificateCertificate following receipt thereof from the Borrower; provided, however, that failure to furnish such a copy will not give rise to a claim or remedy by the Lenders against the Administrative Agent. (b) Group and the The Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining each Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the The Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the its Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrower shall notify the Administrative Agent in writing promptly upon the Borrower receiving or otherwise gaining knowledge that the Revolving Credit Outstandings in respect of the Borrower would result in a Borrowing Base Deficiency. (d) The Administrative Agent may, at the Borrower’s sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (ai) The Borrower shall deliver to the Administrative Agent as soon as available, but in any event within 15 No later than 20 days after the end last day of each calendar month, month or more frequently as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week)Agent, the Borrowers shall provide a Borrowing Base Certificate as of the first day of such month executed by a Responsible Officer of Group; provided, the Borrowers. The Borrowers agree that during each Accelerated Borrowing Base Certificate Delivery Period delivered by the Borrowers shall be accompanied by appropriate supporting data. The Borrowers agree that the Administrative Agent in the process of its verification may determine, in its reasonable discretion, the particular category to which any Borrowing Base Asset belongs; and the Borrowers further agree that, if Administrative Agent reasonably determines that it would be necessary or during desirable, such process of verification may include new Appraisals of the existence Real Property, provided that, unless an Event of Default shall have occurred and be continuing at the time such Appraisals are undertaken, Borrowers shall not be liable for the expense of more than one Appraisal for each Real Property in any twelve (12) month period. (ii) The Administrative Agent may (prior to the occurrence of a Potential Default or an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately at its sole cost and expense and with reasonable prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits written notice (not to exceedexceed three (3) Business Days) to the Borrower, in and, after and during the case continuance of clause (B) below, two additional field audits in such calendar year) if (A) a Potential Default or an Event of Default has occurred and is continuing Default, at the time of the appointment of the appraiser or (BBorrower’s sole cost and expense) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation make physical verifications of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts Assets in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent as soon as available, but in any event within 15 days after the end of Not less than once each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each weekCertificate, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two quarterly field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent Agents to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two four times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) 12 month-period and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, Receivables shall be conducted not less frequently than twice once during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser12 month-period), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each monthweek, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent Agents may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Borrowers shall deliver furnish to the Administrative Agent as soon as available, but in any event within 15 days after the end no later than Wednesday of each calendar month, as of the end of such calendar month, and at such other times week or more frequently as may be reasonably requested by the Administrative Agent (but not more than one per week)Agent, a Borrowing Base Certificate for each Borrower as of the immediately preceding Friday (or the relevant third preceding Business Day if requested more frequently) executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery together with reasonably detailed supporting information and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate documentation acceptable to the Administrative Agent, the Borrower . The Administrative Agent shall deliver, or cause make reasonable efforts to be delivered, furnish to the Administrative Agent Lenders a certification in reasonable detail setting forth the Available Credit as copy of the date of such each Borrowing Base CertificateCertificate following receipt thereof from the Borrowers; provided, however, that failure to furnish such a copy will not give rise to a claim or remedy by the Lenders against the Administrative Agent. (b) Group and the Each Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining each Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Each Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the its Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrowers shall notify the Administrative Agent in writing promptly upon any Borrower receiving or otherwise gaining knowledge that the Revolving Credit Outstandings in respect of such Borrower would result in a Borrowing Base Deficiency. (d) The Administrative Agent may, at the Borrowers' sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower Borrowers shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until (i) During the Revolving Credit Termination period from the Closing Date to the date that is 120 days after the Closing Date: (a) The , the Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than ten days after the end of each calendar fiscal month, a Borrowing Base Certificate as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery Borrower. From and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of after the date of such Borrowing Base Certificate. (b) Group that is 120 days after the Closing Date, and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent at any time a Default or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at continuing, the time Borrower shall deliver, as soon as available and in any event not later than 5 days after the last day of each calendar week, a Borrowing Base Certificate as of the appointment end of such week executed by a Responsible Officer of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and Borrower. (ii) Group The Borrower shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews Appraisals as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided, however, that unless a Default or Event of Default shall be continuing or a Collateral Availability Period shall be in each case effect, the Administrative Agent shall request no more than one such Appraisal during any calendar year at the expense Borrower’s cost and expense. The Administrative Agent shall, at the Borrower’s sole cost and expense, make test verifications of Group the Accounts and for physical verifications of the purpose of determining Inventory in any manner and through any medium that the Borrowing Base. Group Administrative Agent considers advisable at least four times during each calendar year, and the Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that unless a Default or Event of Default shall be continuing or a Collateral Availability Period shall be in effect, the Administrative Agent shall make no more than 4 such verifications during any calendar year at the Borrower’s cost and expense. The Syndication Agent may accompany the Administrative Agent during such verifications , at the Borrower’s sole cost and expense to the extent provided in Section 9.3(b)(ii) . The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and . (iii) The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower further agree receives or otherwise gains knowledge that a Collateral Availability Period has begun. (iv) At any time and from time to use their reasonable best efforts time, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than 4 such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreports during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than twenty days after the end of each calendar fiscal month, a Borrowing Base Certificate as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Borrower. During a Liquidity Event of DefaultPeriod, the Borrower shall deliver to deliver, as soon as available and in any event not later than five Business Days after the Administrative Agent a end the last day of each week, an additional Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day end of delivery such period (containing available updated figures for Eligible Accounts, Eligible Inventory and Eligible Medicaid Supplemental Payments) executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower agree receives or otherwise gains knowledge that (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and Borrowing Base is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 1590% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined Borrowing Base reflected in the U.S. Facilitymost recent Borrowing Base Certificate delivered pursuant to clause (a) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and above, (ii) Group shall conduct, or shall cause to be conducted, and upon request the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requesteda decrease therein, in each which case at such notice shall also include the expense amount of Group and for the purpose of determining the Borrowing Base. Group and the such excess or (iii) a Liquidity Event Period has begun. (c) The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base or in relation to any field examination (including correct any appraisal, evaluation and complete copies other diligence as applicable) or any updates thereof with respect to the Inventory and Accounts (for the purpose of this Section 6.09, including any invoices, underlying agreements, instruments or other documents and Accounts relating to the identity of all Account Debtors in respect of Accounts referred to thereinMedicaid Supplemental Payments). Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the Borrower’s sole cost and expense of Group expense, conduct any field examination (including any appraisal, evaluation and the Borrower, make test verifications other diligence as applicable) of the Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments) in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall; provided, and however, that unless a Liquidity Event Period shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times then be in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) effect or an Event of Default has shall have occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less continuing, no more than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined one such field examination shall be performed during any calendar year. If a Liquidity Event Period shall then be in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisalseffect, as reasonably requested by the Administrative Agent may conduct two (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice aggregate) such field examinations during each such calendar year and may in any event be conducted if an Event of Default has shall have occurred and is continuing continuing, there shall be no limitation on the number of field examinations during such calendar year. If a Liquidity Event Period shall then be in effect, and, upon the Administrative Agent’s request and at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver cause independent public accountants or others satisfactory to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing furnish to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of including any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base Accounts relating to the extent provided Medicaid Supplemental Payments) and the appraisals and evaluations for in this Agreement the Inventory; provided, however, that unless and until an Event of Default shall be continuing, the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than one such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreport during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 days not later than 10 Business Days after the end of each calendar monthfiscal month (or within such shorter period, of not less than 5 days following such date, as the Borrower is from time to time practicably able to comply with, as reasonably determined by the Administrative Agent acting in consultation with the Borrower), a Borrowing Base Certificate as of the end of such calendar monthfiscal month executed by a CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. Responsible Officer of the Borrower. At any time when a Liquidity Event has occurred and is continuing or at any time when Excess Availability is less than 10% of the amount of the Borrowing Base, the Borrower shall also deliver, as soon as available and at in any event not later than 10 Business Days after the end of the last day of the second full week of each fiscal month (or within such other times shorter period of not less than 5 days following such date, determined as may be reasonably requested by the Administrative Agent (but not more than one per weekaforesaid), an additional Borrowing Base Certificate as of the end of such period. At any time when Excess Availability is less than the greater of $50,000,000 and 5% of the amount of the Borrowing Base, the Borrower shall also deliver, as soon as available and in any event not later than 10 Business Days after the end of the last day of each week of each fiscal month (or within such shorter period of not less than 5 days following such date, determined as aforesaid) for which a Borrowing Base Certificate executed by a Responsible Officer is not already required at such time to be delivered pursuant to the foregoing provisions of Group; providedthis Section 6.12(a), that during each Accelerated an additional Borrowing Base Certificate Delivery Period or during as of the existence end of an Event of Defaultsuch period. At any time when a Default has occurred and is continuing, the Borrower shall deliver to provide additional Borrowing Base Certificates at such times as the Administrative Agent a may reasonably request. The Borrower may at any time at its option provide Borrowing Base Certificates more frequently than as required pursuant to this paragraph (a); provided, however, that the information set forth therein shall not be less current than for any other Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause required to be delivered, delivered pursuant to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificatethis paragraph (a). (b) Group and the The Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as or the Administrative Agent shall reasonably requestmay at its election conduct, all upon notice (i) such appraisals, investigations and at reviews and (ii) such times during normal business hours test verifications of the Accounts (including causing independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and as often as may be reasonably requestedtest verifications of, and trial balances for, the Accounts) and physical verifications of the Inventory in each case at any manner and through any medium that the expense of Group and Administrative Agent considers advisable for the purpose of determining the Borrowing Base. Group , and the Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that the foregoing shall not be required by the Administrative Agent more frequently than quarterly during the 12 calendar month period following the Closing Date and, thereafter, not more frequently than once in each six-month period; provided further, however, that if at any time, the amount of (x) the Borrowing Base minus the amount of (y) any Availability Reserves then in effect plus the Revolving Credit Outstandings at such time, is less than $400,000,000 or an Event of Default has occurred which is continuing, the foregoing shall be provided at such times as the Administrative Agent may reasonably request. The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that Borrower shall promptly notify the Administrative Agent considers advisablein writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, and Group and within 10 Business Days after first having such awareness or knowledge (or within such shorter period as the Borrower is practicably able to comply with), provide an updated Borrowing Base Certificate to reflect the foregoing, (ii) the outstanding Revolving Credit Outstandings exceed the Maximum Credit as a result of a decrease in the Borrowing Base, in which case such notice shall furnish all also include the amount of such assistance and information as the Administrative Agent may reasonably require in connection therewithexcess or (iii) a Liquidity Event has occurred. CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the The Administrative Agent may reasonably consent to) that constitute Secured Obligations as exclude from the calculation of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base at any time assets acquired pursuant to the extent provided for in this Agreement unless and a Permitted Acquisition until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses first completed (b), (c) and (d) above, at the Borrower’s sole cost and expense expense) a field examination and other due diligence reasonably deemed appropriate by the Administrative Agent with respect to such acquired assets. (e) Each Lender shall, for the purpose of Group calculating the Borrowing Base, notify the Borrower and the BorrowerAdministrative Agent (no less frequently than whenever a Borrowing Base Certificate is required to be delivered by the Borrower pursuant to this Section 6.12) of the aggregate amount of any Cash Management Obligations and Obligations pursuant to Hedging Contracts held by such Lender or its Affiliates, other than such Cash Management Obligations and Obligations pursuant to Hedging Contracts to the extent that they have been cash collateralized.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Representative shall deliver, as soon as available and in any event not later than 15 Business Days after the end of each fiscal month (or, solely in the case of the calendar months ending March 31, 2014, April 30, 2014, and May 31, 2014, not later than 30 calendar days after such date), or more frequently if the Borrower Representative may elect, including on or prior to the closing date of any Permitted Acquisition or any other Investment permitted under Section 8.3 (Investments) where the acquired assets are intended to be included in the Borrowing Base (to the extent permitted by the definition of Borrowing Base), a Borrowing Base Certificate as of the last calendar day of such preceding fiscal month (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower Representative, a subsequent date on or prior to the date of such Borrowing Base Certificate) executed by a Responsible Officer of the Borrower Representative, together with supporting information in connection therewith, together with any additional reports, statements and reconciliations with respect to the Borrowing Base as required by clause (e) below and as the Administrative Agent may reasonably request. During a Weekly Reporting Period, the Borrower Representative shall deliver, as soon as available and in any event not later than 5:00 p.m. (New York City time) three Business Days after the last calendar day of each week, an additional Borrowing Base Certificate as of the last calendar day of such preceding calendar week executed by a Responsible Officer of the Borrower Representative, together with supporting information in connection therewith, and with any additional reports, statements and reconciliations with respect to the Borrowing Base as required by clause (e) below and as the Administrative Agent may otherwise reasonably request. Notwithstanding anything to the contrary in this Section 6.11(a), no later than one Business Day prior to the consummation of an Asset Sale (or merger, consolidation or amalgamation that constitutes an Asset Sale) permitted pursuant to Section 8.4 (Sale of Assets) (or such later date as the Administrative Agent may agree in its sole discretion) of (i) Collateral that is included in the Borrowing Base with an aggregate value in excess of $7,500,000 (measured at the time of such Asset Sale) to any Person other than a Borrower or (ii) any Stock of a Borrower to any Person other than a Borrower or any Holding Company that results in the disposition of Collateral that is included in the Borrowing Base with an aggregate value in excess of $7,500,000 (measured at the time of such Asset Sale), then in each case the Borrower Representative shall deliver to the Administrative Agent as soon as available, but a revision to the Borrowing Base Certificate most recently delivered to the Administrative Agent in any event within 15 days after accordance with the end terms of each calendar month, as of this Agreement demonstrating the end effect of such calendar monthAsset Sale on the Borrowing Base (on a Pro Forma Basis), and at shall, in each case, thereafter deliver such other times supporting information as may be reasonably requested by the Administrative Agent (but not more than one per week), a Agent. Each Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver delivered to the Administrative Agent a Borrowing Base Certificate not less than once in accordance with the terms of this Agreement shall set forth the aggregate amount of all Last-Out Qualified Secured Obligations, in each week, as of case based on the Business Day immediately prior latest information that is available to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit Borrowers as of the date of such Borrowing Base Certificatecertificate. (b) Group The Borrowers shall cooperate with the conduct by the Administrative Agent and the Borrower agree its agents, employees, consultants, accountants, lawyers, appraisers, representatives, independent contractors and advisors of (i) that or, upon request of the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agentat its expense, and present to the Administrative Agent for approval) such appraisals, such appraisals field audits, investigations and reviews as the Administrative Agent shall reasonably requestdeem advisable for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case case, at the expense Borrowers’ expense; provided, however, that (i) so long as no default under any Loan Document shall have occurred and be continuing for a period of Group five consecutive Business Days and no Event of Default shall be continuing, such appraisals, field audits, investigations and reviews shall not be requested by the Administrative Agent to be at the Borrowers’ expense, in each case, more frequently than twice in any twelve-month period unless the Available Credit at any time is less than the greater of (x) $37,500,000 and (y) 25% of the Maximum Credit at such time (the “Field Examination Trigger”), and then, in each case, no more frequently than three times in such twelve-month period and (ii) upon the consummation of any Permitted Acquisition or any other Investment permitted by Section 8.3 (Investments), the Borrowers may request that the Administrative Agent conduct, and the Administrative Agent shall promptly conduct (or, at the option and upon request of the Administrative Agent, the Borrowers shall conduct, or shall cause to be conducted, at its expense, and present to the Administrative Agent for approval) such additional appraisals, field audits, investigations and reviews, in each case, at the Borrowers’ expense, as the Administrative Agent shall deem advisable for the purpose of determining the extent, if any, to which Eligible U.S. Trade Accounts Receivable or Eligible Canadian Trade Accounts Receivable acquired in such Permitted Acquisition or such other Investment permitted by Section 8.3 (Investments) may be included in the Borrowing Base. Group and the Borrower The Borrowers shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group Each appraisal, field audit, investigation and the Borrower further agree review conducted in accordance with this Section 6.11(b) shall be in form, scope and substance satisfactory to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent from an appraiser, auditor, examiner or consultant satisfactory to conduct and conclude such field auditsthe Administrative Agent. (c) The Borrower Representative shall promptly notify the Administrative Agent in writing in the event that at any time any Loan Party receives or otherwise gains knowledge that (i) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess or (ii) a Cash Dominion Period, a Financial Covenant Trigger Period or a Weekly Reporting Period has begun. (d) The Administrative Agent may, at the Borrowers’ sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts in any such manner and through any such medium that the Administrative Agent considers advisableadvisable in a commercially reasonable manner and in accordance with its customary business practices (as in effect from time to time) applicable to asset based loans, and Group and the Borrower Borrowers shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each . At any time and from time to time, upon the Administrative Agent’s reasonable request and at the expense of Group and the Borrower shallBorrowers, and the Borrowers shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect furnish to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. (whiche) As soon as available, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment reports set forth on Exhibit J (Form of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiserBorrowing Base Reporting Exhibit), in each case at delivered no later than the sole expense time, to the Person, and in the manner set forth in Exhibit J (Form of the Group and the BorrowerBorrowing Base Reporting Exhibit). (ef) Not less than once each monthUpon request by the Administrative Agent, the a list of Account Debtors with respect to Eligible Accounts, with addresses and contact information. (g) The Borrower Representative shall deliver to the Administrative Agent on the date that it delivers each monthly Borrowing Base Certificate (or on the date that it delivers the last Borrowing Base Certificate in each calendar month during a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender Weekly Reporting Period) (or such other Persons later date as the Administrative Agent may reasonably consent toagree in its sole discretion), a report setting forth, for the Parent and each applicable Subsidiary of the Parent and covering the one calendar month period most recently then ended, the Dollar Equivalent amount and date of each intercompany dividend, distribution or Investment made by each investing Subsidiary (as defined in Section 8.3(e)(vii) that constitute Secured Obligations (Investments)) to the Parent or to UTi Inventory Management Solutions Inc., and by the Parent or UTi Inventory Management Solutions Inc. to each receiving Subsidiary (as of such date; defined in Section 8.3(e)(vii) (f) In connection with the consummation of a Permitted AcquisitionInvestments)), no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base each case to the extent provided for that such dividends, distributions and Investments were made, or included as part of a series of dividends, distributions and Investments made, in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses accordance with Section 8.3(e)(vii) or (bviii) (Investments), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than twenty days after the end of each calendar fiscal month, a Borrowing Base Certificate as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Borrower. During a Liquidity Event of DefaultPeriod, the Borrower shall deliver to deliver, as soon as available and in any event not later than five Business Days after the Administrative Agent a end the last day of each week, an additional Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day end of delivery and such period (containing available updated figures for Eligible Accounts) executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower agree receives or otherwise gains knowledge that (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and Borrowing Base is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 1590% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined Borrowing Base reflected in the U.S. Facilitymost recent Borrowing Base Certificate delivered pursuant to clause (a) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and above, (ii) Group shall conduct, or shall cause to be conducted, and upon request the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requesteda decrease therein, in each which case at such notice shall also include the expense amount of Group and for the purpose of determining the Borrowing Base. Group and the such excess or (iii) a Liquidity Event Period has begun. (c) The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to thereinBase. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the Borrower’s sole cost and expense of Group and the Borrowerexpense, make test verifications conduct a field examination of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall; provided, and however, that unless a Liquidity Event Period shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times then be in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) effect or an Event of Default has shall have occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less continuing, no more than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined one such field examination shall be performed during any calendar year. If a Liquidity Event Period shall then be in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisalseffect, as reasonably requested by the Administrative Agent may conduct two (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice aggregate) such field examinations during each such calendar year and may in any event be conducted if an Event of Default has shall have occurred and is continuing continuing, there shall be no limitation on the number of field examinations during such calendar year. If a Liquidity Event Period shall then be in effect, and, upon the Administrative Agent’s request and at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver cause independent public accountants or others satisfactory to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing furnish to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that constitute Secured Obligations as unless an Event of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than one such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreport during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent as soon as available, but in any event within 15 days after the end of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group Applicable Memec Parent shall conduct, or shall cause to be conducted, at its expense, and upon request of the Administrative Senior A Facility Agent, and present to the Administrative Senior A Facility Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Senior A Facility Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Each Borrower shall furnish to the Administrative Senior A Facility Agent any information which the Administrative Senior A Facility Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group . (b) The Applicable Memec Parent shall promptly notify the Senior A Facility Agent in writing in the event that at any time the Applicable Memec Parent receives or otherwise gains or should have received or otherwise gained knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to Section 6.1(h), (ii) the sum of (A) the outstanding Revolving Credit Outstandings plus (B) the Term Loan A Outstandings exceed the Borrowing Base as a result of a decrease therein, and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by amount of such excess, or (iii) the Administrative Agent to conduct and conclude such field auditsaggregate amount of (x) the gross Inventory plus (y) the gross Accounts of the Material Subsidiaries is less than 150% of all drawings under the Facilities. (c) The Administrative Agent mayCollateral Agent, or its representatives or professionals (including consultants, accountants and appraisers) retained or employed by the Facility Agents or the Collateral Agent, may at any time at the Applicable Memec Parent’s sole cost and expense (including, for the avoidance of Group doubt, the fees and expenses associated with services performed by the Facility Agents or the Collateral Agent for purposes of monitoring the Collateral and the BorrowerBorrowing Base as set forth in the Fee Letters), (i) conduct evaluations and appraisals of the Borrowers’ practices in the computation of the Borrowing Base and inspect, evaluate and appraise the Loan Parties’ operating facilities and (ii) make test verifications of the Accounts and physical verifications of the Inventory and Accounts in any manner and through any medium that the Administrative Facility Agents or the Collateral Agent reasonably considers advisable, and Group and the each Borrower shall furnish all such assistance and information as the Administrative Agent Facility Agents may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Agent shall deliver provide Administrative Agent with the following documents in a form reasonably satisfactory to the Administrative Agent as soon as available, possible after the end of each fiscal month (but in any event within 15 days fifteen (15) Business Days after the end thereof) so long as no Default or Event of each calendar month, Default exists and Excess Availability shall be greater than $20,000,000 (and more frequently as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more may require at any time a Default or Event of Default exists or Excess Availability is less than one per week$20,000,000), a Borrowing Base Certificate executed by a Responsible Officer setting forth the calculation of Group; provided, that during each Accelerated the Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the last Business Day of the immediately prior preceding applicable period as to the day of delivery Accounts and Eligible Inventory, duly completed and executed by a Responsible Officer of Group. Concurrently the Borrower Agent, together with all schedules required pursuant to the delivery terms of any the Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate.duly completed; (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group The Borrowers shall conduct, or shall cause to be conducted, at their reasonable expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals updates to the Initial Inventory Appraisal that shall be in form and reviews as substance and from third-party appraisers reasonably acceptable to the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at (the expense of Group and “Updated Inventory Appraisal”) for the purpose of determining the amount of the Borrowing BaseBase attributable to Inventory; provided, however, that as long as no Default or Event of Default exists and is continuing and as long as Excess Availability is greater than $20,000,000, the Borrowers shall not be required to conduct Updated Inventory Appraisals more than (x) 0 times in any period of 12 consecutive months if no Obligations are outstanding under this Facility, (y) once in any period of 12 consecutive months if Obligations are outstanding under this Facility, and (z) twice in any period of 12 consecutive months if Excess Availability is less than $20,000,000; (c) The Administrative Agent may carry out investigations and reviews of each Loan Parties’ property at the reasonable expense of the Borrowers (including field audits conducted by the Administrative Agent) (“Field Examination”); provided, however, that as long as no Default or Event of Default exists and is continuing and as long as Excess Availability is greater than $20,000,000, the Administrative Agent shall carry out Field Examinations, no more than (x) 0 times in any period of 12 consecutive months if no Obligations are outstanding under this Facility, (y) one time in any period of 12 consecutive months if Obligations are outstanding under this Facility, and (z) twice in any period of 12 consecutive months if Excess Availability is less than $20,000,000. Group and the Borrower The Borrowers shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and Concurrent with delivery to the Borrower shallagent under the Term Loan Facility, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the or at any time as Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) may request at Borrowers’ expense on or after an Event of Default has occurred and is continuing at the time of the appointment of the appraiser continuing, deliver or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the cause to be delivered to Administrative Agent (which, in written appraisals as to the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the BorrowerIntellectual Property. (e) Not less than once each monthNothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the Borrower shall deliver to rights of the Administrative Agent a certificate, as contained herein and in the event of any conflict or inconsistency between the calculation of the day immediately prior Borrowing Base as set forth in any Borrowing Base Certificate and as determined by Administrative Agent in its good faith, the determination of Administrative Agent shall govern and be conclusive and binding upon Borrowers and Guarantors, absent manifest error. Without limiting the foregoing, Borrowers shall furnish to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or Administrative Agent any Affiliates of any Agent or Lender (or such other Persons as the information which Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with request regarding the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory determination and calculation of any Proposed Acquisition Target acquired of the amounts set forth in connection with such Permitted Acquisition any Borrowing Base Certificate. The Borrowing Base may be included adjusted based on the information set forth in the Borrowing Base to the extent provided for in this Agreement unless and until the reports received by Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (dpursuant to Section 6.11(a)(i) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Company shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 days not later than (x) ten (10) Business Days after the end of each fiscal month in respect of Inventory, Equipment and Real Property, and (y) five (5) Business Days after the end of each calendar monthweek in respect of Accounts, a Borrowing Base Certificate as of the end of such fiscal month or calendar monthweek, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week)applicable, a Borrowing Base Certificate executed by a Responsible Officer of Group; provided, that during each Accelerated the Company in respect of (i) the Domestic Borrowing Base Certificate Delivery Period or during and (ii) the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Foreign Borrowing Base Certificate not less than once as it relates to each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Foreign Borrowing Base Certificate to the Administrative AgentSubsidiary and Included Subsidiary, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificateif applicable. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group The Company shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Domestic Borrowing Base and the Foreign Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided, in each case at the expense of Group and however, that for the purpose purposes of determining the value of Eligible Domestic Equipment, Eligible Real Property, Eligible Foreign Equipment and Eligible Foreign Real Property on the Closing Date, such appraisals shall be obtained in accordance with Section 6.12(f) (Borrowing BaseBase Determination). Group and the Borrower The Company shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Domestic Borrowing Base and the Foreign Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Company shall promptly notify the Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the Domestic Borrowing Base is less than 90% of the Domestic Borrowing Base reflected in the most recent Borrowing Base Certificate delivered in respect thereto pursuant to Section 6.12(a) (Borrowing Base Determination), or (ii) the outstanding Domestic Revolving Credit Outstandings and Term Loan Outstandings exceed the Domestic Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (d) The Company shall promptly notify the Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the Foreign Borrowing Base in respect of any Foreign Borrowing Base Subsidiary and any Included Subsidiary, if applicable, is less than 90% of the Foreign Borrowing Base of such Foreign Borrowing Base Subsidiary reflected in the most recent Borrowing Base Certificate delivered in respect thereto pursuant to Section 6.12(a) (Borrowing Base Determination), or (ii) the outstanding Foreign Revolving Credit Outstandings exceed the Foreign Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. 101 Credit Agreement EXIDE TECHNOLOGIES (e) The Administrative Agent may, at the Borrowers' sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower Borrowers shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (df) Each For the purposes of Group determining the value of Eligible Domestic Equipment, Eligible Domestic Real Estate, Eligible Foreign Equipment and Eligible Real Property in effect on the Borrower shallClosing Date, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time orderly liquidation value of the appointment of Borrower's Eligible Domestic Equipment and Eligible Foreign Equipment shall be determined using the appraiser or valuations set forth on Schedule 6.12 (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiserAppraised Values) and (ii) Appraisalsthe Fair Market Value of Eligible Domestic Real Property and Eligible Foreign Real Property shall be determined using the valuations set forth on Schedule 6.12 (Appraised Values), as reasonably requested by the Administrative Agent (which, reflected in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver Borrowing Base Certificate delivered to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the BorrowerClosing Date.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than twenty days after the end of each calendar fiscal month, a Borrowing Base Certificate as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Borrower. During a Liquidity Event of DefaultPeriod, the Borrower shall deliver to deliver, as soon as available and in any event not later than five Business Days after the Administrative Agent a end the last day of each week, an additional Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day end of delivery such period (containing available updated figures for Eligible Accounts, Eligible Inventory and Eligible Medicaid Supplemental Payments) executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower agree receives or otherwise gains knowledge that (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and Borrowing Base is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 1590% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined Borrowing Base reflected in the U.S. Facilitymost recent Borrowing Base Certificate delivered pursuant to clause (a) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and above, (ii) Group shall conduct, or shall cause to be conducted, and upon request the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requesteda decrease therein, in each which case at such notice shall also include the expense amount of Group and for the purpose of determining the Borrowing Base. Group and the such excess or (iii) a Liquidity Event Period has begun. (c) The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base or in relation to any field examination (including correct any appraisal, evaluation and complete copies other diligence as applicable) or any updates thereof with respect to the Inventory and Accounts (for the purpose of this Section 6.09, including any invoices, underlying agreements, instruments or other documents and Accounts relating to the identity of all Account Debtors in respect of Accounts referred to thereinMedicaid Supplemental Payments). Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the Borrower’s sole cost and expense of Group expense, conduct any field examination (including any appraisal, evaluation and the Borrower, make test verifications other diligence as applicable) of the AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments) in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall; provided, and however, that unless a Liquidity Event Period shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times then be in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) effect or an Event of Default has shall have occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less continuing, no more than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined one such field examination shall be performed during any calendar year. If a Liquidity Event Period shall then be in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisalseffect, as reasonably requested by the Administrative Agent may conduct two (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice aggregate) such field examinations during each such calendar year and may in any event be conducted if an Event of Default has shall have occurred and is continuing continuing, there shall be no limitation on the number of field examinations during such calendar year. If a Liquidity Event Period shall then be in effect, and, upon the Administrative Agent’s request and at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver cause independent public accountants or others satisfactory to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing furnish to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of including any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base Accounts relating to the extent provided Medicaid Supplemental Payments) and the appraisals and evaluations for in this Agreement the Inventory; provided, however, that unless and until an Event of Default shall be continuing, the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than one such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreport during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent for delivery to the Lenders, as soon as available, but available and in any event within 15 days not later than three Business Days after the end Friday of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate as of such Friday executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and the The Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided that the so long as no Default or Event of Default or Liquidity Event Period has occurred and is continuing, the Administrative Agent shall not conduct more than four appraisals in each case at the expense of Group and for the purpose of determining the Borrowing Baseany calendar year. Group and the The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group , including, without limiation, the following: (i) as soon as available but in any event within 15 days of the end of each calendar month and at such other times as may be requested by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to the Administrative Agent: (A) a detailed aging of the Borrower's Accounts (1) including all invoices aged by due date (with an explanation of the terms offered) and (2) reconciled to the Borrowing Base Certificate delivered as of such date prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the name, address, and balance due for each Account Debtor; (B) a schedule detailing the Borrower's Inventory, in form satisfactory to the Administrative Agent, (1) by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has previously indicated to the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed are deemed by the Administrative Agent to conduct be appropriate, (2) including a report of any variances or other results of Inventory counts performed by the Borrower since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by Borrower and conclude complaints and claims made against the Borrower), and (3) reconciled to the Borrowing Base Certificate delivered as of such field auditsdate; (C) a worksheet of calculations prepared by the Borrower to determine Eligible Accounts and Eligible Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for such exclusion; (D) a reconciliation of the Borrower's Accounts and Inventory between the amounts shown in the Borrower's general ledger and financial statements and the reports delivered pursuant to clauses (i) and (ii) above; and (E) a reconciliation of the loan balance per the Borrower's general ledger to the loan balance under this Agreement; (ii) as soon as available but in any event within 15 days of the end of each calendar month and at such other times as may be requested by the Administrative Agent, as of the month then ended, a schedule and aging of the Borrower's accounts payable, delivered electronically in a text formatted file acceptable to the Administrative Agent; (iii) as soon as available but in any event within 15 days of the end of each calendar quarter, as of the quarter then ended, and at such other times as may be requested by the Administrative Agent, a list of all customer addresses, delivered electronically in a text formatted file acceptable to the Administrative Agent; (iv) promptly upon the Administrative Agent's request: (A) copies of invoices in connection with the invoices issued by the Borrower in connection with any Accounts, credit memos, shipping and delivery documents, and other information related thereto; (B) copies of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory or Equipment purchased by any Loan Party; and (C) a schedule detailing the balance of all intercompany accounts of the Loan Parties; (c) The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower knows that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above or (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (cd) The Administrative Agent may, at the Borrower's sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent considers advisableadvisable in its Customary Discretion, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in its Customary Discretion in connection therewith. (d) Each of Group . At any time and the Borrower shallfrom time to time, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by upon the Administrative Agent to conduct Agent's request and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver cause independent public accountants or others satisfactory to the Administrative Agent a certificate, as of the day immediately prior in its Customary Discretion to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing furnish to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that constitute Secured Obligations as unless a Default or Event of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than four such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreports during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver Subject to the Administrative Agent as soon as availableapplicable provisions of Article IV, but the Borrowing Base in any event within 15 days after effect during the end of each calendar month, as of Initial Period is equal to $45,000,000. The Borrowing Base for all periods subsequent to the end of such calendar month, and at such other times as may Initial Period will be reasonably requested based upon the Reserve Reports provided by the Administrative Agent (but not more than one per week), a Borrower relative to the Proved Reserves attributable to the Borrowing Base Certificate executed by a Responsible Officer of Group; providedOil and Gas Properties described on Exhibit B, that during each Accelerated which will be provided to Agent from time to time. The Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver be re-determined from time to time pursuant to the Administrative Agent a Borrowing Base Certificate not less than once each week, as provisions of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificatethis Section. (b) Group On or before each April 1 and the Borrower agree (i) that the Administrative AgentOctober 1 commencing April 1, on behalf of the Lenders2010, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of until the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conductMaturity Date, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any information a Reserve Report, which shall set out, as of each preceding January 1 or July 1, as applicable, the Administrative Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Each October Reserve Report may be prepared by the Borrower’s own engineers and shall be certified by the President or other Responsible Officer of the Borrower. Each April Reserve Report shall be a complete report prepared by independent reservoir engineers acceptable to Agent may reasonably request regarding relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Upon receipt of each such Reserve Report, the Agent shall make a determination and calculation of the Borrowing Base including correct which shall become effective upon approval by the Required Revolving Lenders and complete copies subsequent written notification from the Agent to the Borrower, and which, subject to the other provisions of this Agreement, shall be the Borrowing Base until the effective date of the next redetermination of the Borrowing Base as set out in this Section 2.04. For any invoicesOil and Gas Properties which are being acquired by Borrower to be included as Borrowing Base Oil and Gas Properties, underlying agreementsAgent shall be satisfied in its sole discretion that Borrower is acquiring Marketable Title in addition to satisfying all other conditions relating to ownership and transfer of Borrowing Base Oil and Gas Properties and shall also be satisfied that such Borrowing Base Oil and Gas Properties shall be subject to the first priority Liens and security interests of the Agent, instruments or other documents for the benefit of the Lenders, pursuant to the Collateral Documents (subject to Permitted Liens). The Agent may, subject to approval of the Required Revolving Lenders, and must, upon the identity request of all Account Debtors in respect of Accounts referred the Required Revolving Lenders, redetermine the Borrowing Base at any time, and from time to therein. Group time, which redetermination shall become effective upon approval by the Required Revolving Lenders and subsequent written notification from the Agent to the Borrower further agree and which, subject to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field auditsother provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base, as set out in this Section; provided that, that the Required Revolving Lenders shall not request more than one (1) unscheduled Borrowing Base redetermination for every scheduled redetermination. (c) The Administrative Agent may, at shall have the sole cost and expense of Group and the Borrower, make test verifications right to initiate no more than one (1) unscheduled redeterminations of the Accounts Borrowing Base between the scheduled redetermination dates described in any manner and through any medium Section 2.04(b) by requesting in writing that the Administrative Agent considers advisableBorrower provide an unscheduled Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety days prior to Borrower’s delivery of such Reserve Report to Agent, and Group and such Reserve Report shall be delivered to Agent within thirty days after Borrower’s receipt of such written request during the term of this Agreement. The Borrower shall furnish all have the right to request, by written notice to Agent, one unscheduled redetermination of the Borrowing Base during any twelve-month consecutive period, subject to contemporaneously providing to Agent a Reserve Report with an effective date not more than ninety days prior to the date of such assistance and information as the Administrative Agent may reasonably require in connection therewithnotice. (d) Each of Group and If at any time the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party Required Revolving Lenders cannot more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time otherwise agree on a redetermination of the appointment of Borrowing Base, then the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and ReceivablesBorrowing Base, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at set on the time basis of the appointment Agent’s calculation of the appraiser or if Available Credit is less than 15% “weighted arithmetic average” (as hereinafter calculated) of the aggregate Borrowing Base, as determined by each individual Lender and communicated to Agent in writing. However, the amount of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in Borrowing Base shall never be increased at any time without the U.S. Facility) in effect at unanimous consent of all the time Lenders, notwithstanding anything else herein to the contrary. For purposes of this paragraph, the “weighted arithmetic average” of the appointment Borrowing Base shall be determined by first multiplying the Borrowing Base proposed in writing to Agent by each Lender by such Lender’s Pro Rata Share, and then adding the results of each such calculation, with the appraiser), in each case at resultant sum being the sole expense of the Group and the BorrowerBorrowing Base. (e) Not less than once each monthThe Borrowing Base shall represent the Required Revolving Lenders’ approval (except where unanimous consent is required) of the Agent’s determination, in accordance with their customary lending practices, of the maximum loan amount that may be supported by the Borrowing Base Oil and Gas Properties and the Borrower acknowledges, for purposes of this Agreement, such determination by the Agent as being the maximum loan amount that may be supported by the Borrowing Base Oil and Gas Properties. In making any redetermination of the Borrowing Base, the Borrower Agent and the Lenders shall deliver apply the parameters and other credit factors consistently applied then generally being utilized by the Agent and each such Lender, respectively, for Borrowing Base redeterminations for other similarly situated borrowers. The Borrower, Lenders and the Agent acknowledge that (i) due to the Administrative Agent a certificate, as uncertainties of the day immediately prior oil and gas extraction process, the Borrowing Base Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in value, and (ii) for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Oil and Gas Properties, the Agent’s determination of the maximum loan amount with respect to the day Borrowing Base Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrower as essential for the adequate protection of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date;Lenders. (f) In connection The Borrower may, from time to time upon written notice to the Agent, propose to add Oil and Gas Properties of the Borrower to the Borrowing Base Oil and Gas Properties. Any such proposal to add Oil and Gas Properties of the Borrower to the Borrowing Base Oil and Gas Properties shall be accompanied by a Reserve Report applicable to such properties that conforms to the requirements of Section 2.04, and evidence sufficient to establish that the Borrower has Marketable Title to such Oil and Gas Properties, and any such addition shall become effective at such time as: (a) the Agent, with the consummation approval of the Lenders, has made a determination of the amount by which the Borrowing Base would be increased as the result of such addition, (b) the conditions set out in Article IV hereof, to the extent they are applicable to such additional Oil and Gas Properties of the Borrower, have been satisfied and (c) the Agent is satisfied that such added Oil and Gas Properties have become subject to the first priority Liens and security interests of the Agent, in favor of the Lenders, subject to Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included Liens. In determining the increase in the Borrowing Base pursuant to this Section, the Agent and the Lenders shall apply the parameters and other credit factors set out in Section 2.04, above. Agent and Lenders hereby acknowledge and agree that the title is sufficient for the current Leases that have been subject to review by Agent or its counsel and no updated or endorsement will be required at any time for any production under the such Leases, unless Agent receives notice, or otherwise becomes aware of, any circumstances that would affect Borrower’s representations and warranties with regard to title to any such Borrowing Base Oil and Gas Property. Notwithstanding the foregoing, Borrower hereby agrees to provide Agent, within 90 days of this Agreement, an updated title opinion of that certain Title Opinion dated January 27, 1997 prepared by Xxxxxxxx, Xxxxxxx & Xxxxx, LLP, as supplemented by that certain Supplemental Title Opinion dated January June 2, 1998 also prepared by Xxxxxxxx, Xxxxxxx & Xxxxx, LLP, each of which cover State Lease 000, Xxxx Xxxx Xxxxxxx Xxx Field, with such update confirming Marketable Title of such property in the name of Borrower. (g) At any time that Borrower proposes to increase the Borrowing Base by adding additional Oil and Gas Properties to the extent provided for in this Agreement unless Borrowing Base Oil and until Gas Properties pursuant to Section 2.04(f), Borrower may also request that Lenders increase the Administrative Agent shall have received the results amount of the appraisalsAggregate Revolving Commitments stated on Schedule 2.01(a). At any time that Borrower makes such a request it shall promptly provide Agent with such financial information as Agent may request to assist the Agent in evaluating such request. Following the receipt of such information from Borrower, field auditsthe Agent shall, test verifications with the unanimous approval of the Lenders, subject to all internal approvals of each Lender, and in the normal course of its business, make a redetermination of the Aggregate Revolving Commitments, which shall become effective upon written notification from the Agent to Borrower of the new Aggregate Revolving Commitments based on the parameters and other evaluations of such Collateral as it may reasonably request of the type specified credit factors set out in clauses (bSection 2.04(e), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than twenty days after the end of each calendar fiscal month, a Borrowing Base Certificate as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Borrower. During a Liquidity Event of DefaultPeriod, the Borrower shall deliver to deliver, as soon as available and in any event not later than five Business Days after the Administrative Agent a end the last day of each week, an additional Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day end of delivery and such period (containing available updated figures for Eligible Accounts) executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower agree receives or otherwise gains knowledge that (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and Borrowing Base is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 1590% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined Borrowing Base reflected in the U.S. Facilitymost recent Borrowing Base Certificate delivered pursuant to clause (a) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and above, (ii) Group shall conduct, or shall cause to be conducted, and upon request the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requesteda decrease therein, in each which case at such notice shall also include the expense amount of Group and for the purpose of determining the Borrowing Base. Group and the such excess or (iii) a Liquidity Event Period has begun. (c) The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to thereinBase. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the Borrower’s sole cost and expense of Group and the Borrowerexpense, make test verifications or reviews of the Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each ; provided, however, that unless a Liquidity Event Period shall then be in effect, no more than two such test verifications or reviews shall be performed during any calendar year. If there is then in effect a Liquidity Event Period, upon the Administrative Agent’s request and at the expense of Group and the Borrower, the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than one such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreport during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower Company may deliver from time to time a Borrowing Base Certificate, but in any event shall deliver to a Borrowing Base Certificate (i) as soon as available but in any event not later than fifteen (15) days after the Administrative Agent end of each fiscal month, (ii) during a Liquidity Event Period or if an Event of Default has occurred and is continuing, not later than five (5) days after the end the last day of each week (containing available updated figures for Eligible Receivables but not, unless otherwise available, Eligible Inventory) and (iii) as soon as available, but in any event within 15 days not later than 2 Business Days after the end sale of each calendar month, as any Receivables and Related Assets in connection with a Receivables Facility that comprise any portion of the end of such calendar monthBorrowing Base (containing available updated figures for Eligible Receivables but not, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per weekunless otherwise available, Eligible Inventory), a Borrowing Base Certificate in each case, executed by a Responsible Officer of Group; provided, that during each Accelerated the Company. Prior to the delivery of the first Borrowing Base Certificate Delivery Period or during the existence of an Event of Defaultpursuant to this Section 10.17(a), the Borrower shall deliver most recent “Borrowing Base Certificate” delivered to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of by the Business Day immediately prior Company pursuant to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower Existing Credit Agreement shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificateeffect. (b) Group and the Borrower agree (i) that the Administrative AgentThe Company may and, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Administrative Agent, shall conduct, or cause to be conducted, at its expense, and present to the Administrative Agent for approval, such appraisals Appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon reasonable notice and at such times during normal business hours and as often as may be reasonably requested; provided, in each case at however, that unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default shall be continuing, the expense of Group Administrative Agent shall request no more than two (2) such Appraisals, investigations and for reviews during any calendar year; provided, further, once a Liquidity Event Period has commenced and is continuing, the purpose of determining the Borrowing BaseAdministrative Agent shall request no more than four such Appraisals, investigations and reviews during any calendar year. Group and the Borrower The Company shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Company shall promptly notify the Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, (ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Availability as a result of a decrease therein, in which case such notice shall also include the amount of such excess or (iii) a Liquidity Event Period has begun. (d) The Administrative Agent may, at the Company’s sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory in any manner and through any medium that the Administrative Agent reasonably considers advisable, and Group and the Borrower Company shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. ; provided, however, that unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than two (d2) Each such verifications during any calendar year; provided, further, once a Liquidity Event Period has commenced and is continuing, the Administrative Agent shall request no more than four such verifications during any calendar year. At any time and from time to time, upon the Administrative Agent’s request and at the expense of Group and the Borrower shallCompany, and the Company shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others reasonably satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received request no more than two (2) such reports during any calendar year and; provided, further, that once a Liquidity Event Period has commenced and is continuing, the results of the appraisals, field audits, test verifications and other evaluations of Administrative Agent shall request no more than four such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreports during any calendar year.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to deliver, (i) during the Administrative Agent pendency of the Cases, as soon as available, but available and in any event within 15 days not later than three Business Days after the end first day of each calendar month, as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate as of the last day of the immediately preceding week executed by a Responsible Officer of Group; providedthe Borrower, that during (ii) after the Conversion Date, (A) if Available Credit is greater than or equal to $25,000,000, as soon as available and in any event not later than ten Business Days after the last day of each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Defaultfiscal month, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the last day of delivery and such fiscal month executed by a Responsible Officer of Group. Concurrently with the delivery Borrower, and (B) if Available Credit is less than $25,000,000, as soon as available and in any event not later than three Business Days after the first day of any each week, a Borrowing Base Certificate as of the last day of the immediately preceding week executed by a Responsible Officer of the Borrower until Available Credit is greater than or equal to the Administrative Agent$25,000,000, after which the Borrower shall deliverdeliver a Borrowing Base Certificate monthly pursuant to clause (a)(ii)(A) of this Section 6.12. (b) The Borrower shall, and shall cause each Guarantor to, conduct, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base Certificate. (b) Group and the Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess, (iii) the Available Credit is less than $15,000,000. (d) The Administrative Agent may, at the Borrower’s sole cost and expense of Group and the Borrowerexpense, (i) make test verifications of the Accounts Accounts, (ii) conduct physical verifications and appraisals of the Inventory (“Appraisals”) and (iii) conduct field examinations of any of the properties of the Loan Parties and their Subsidiaries (“Field Examinations”), in each case in any manner and through any medium that the Administrative Agent considers advisableadvisable (including through its own representatives or independent contractors), and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each therewith and at any time a Default or Event of Group Default shall be continuing, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts independent public accountants or others satisfactory to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver furnish to the Administrative Agent a certificatereports showing reconciliations, as of aging and test verifications of, and trial balances for, the day immediately prior to the day of delivery and executed by a Responsible Officer of GroupAccounts; provided, however, that sets forth the aggregate amount unless a Default or Event of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted AcquisitionDefault shall be continuing, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received provide two (2) days prior written notice of its requests and unless a Default or Event of Default shall be continuing, the results of the appraisalsAdministrative Agent shall request no more than four (4) Account verifications, field audits, test verifications four (4) Field Examinations and other evaluations of such Collateral as it may reasonably request of the type specified in clauses three (b), (c3) and (d) above, at the sole cost and expense of Group and the BorrowerAppraisals during any calendar year during any calendar year. CREDIT AGREEMENT CONSTAR INTERNATIONAL INC.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than 3 days after the end of each calendar monthweek, a Borrowing Base Certificate as of the end of such week executed by a Responsible Officer of the Borrower; provided, however, that from and after the date which is 90 days after the Closing Date, in the event the Available Credit is greater than $40,000,000, the Borrower shall deliver a Borrowing Base Certificate on a monthly basis as of the end of such calendar month, as soon as available and at such other times as may be reasonably requested by in any event not later than 3 days after the Administrative Agent (but not more than one per week), a Borrowing Base Certificate end of each fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Event of Default, the Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and the The Borrower agree (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and (ii) Group shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals appraisals, investigations and reviews as the Administrative Agent shall reasonably requestrequest for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided, in that the Borrower shall conduct, or cause to be conducted, inventory appraisals at its expense, no less frequently than the date which is 6 months after the Closing Date and thereafter, on each case at anniversary of the expense of Group and for the purpose of determining the Borrowing BaseClosing Date. Group and the The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Borrower shall promptly notify the Administrative Agent mayin writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, or (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (d) The Administrative Agent shall, at the Borrower's sole cost and expense of Group and the Borrowerexpense, make test verifications of the Accounts and physical verifications of the Inventory, at least on a quarterly basis, in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice during each calendar year and may in any event be conducted if an Event of Default has occurred and is continuing at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. Until the Revolving Credit Termination Date: (a) The Borrower shall deliver to the Administrative Agent deliver, as soon as available, but available and in any event within 15 not later than twenty days after the end of each calendar fiscal month, a Borrowing Base Certificate as of the end of such calendar month, and at such other times as may be reasonably requested by the Administrative Agent (but not more than one per week), a Borrowing Base Certificate fiscal month executed by a Responsible Officer of Group; provided, that during each Accelerated Borrowing Base Certificate Delivery Period or during the existence of an Borrower. During a Liquidity Event of DefaultPeriod, the Borrower shall deliver to deliver, as soon as available and in any event not later than five Business Days after the Administrative Agent a end the last day of each week, an additional Borrowing Base Certificate not less than once each week, as of the Business Day immediately prior to the day end of delivery such period (containing available updated figures for Eligible Accounts, Eligible Inventory and Eligible Medicaid Supplemental Payments) executed by a Responsible Officer of Group. Concurrently with the delivery of any Borrowing Base Certificate to the Administrative Agent, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certification in reasonable detail setting forth the Available Credit as of the date of such Borrowing Base CertificateBorrower. (b) Group and The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower agree receives or otherwise gains knowledge that (i) that the Administrative Agent, on behalf of the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude two field audits in each calendar year (and additional field audits (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) an Event of Default has occurred and Borrowing Base is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less than 1590% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined Borrowing Base reflected in the U.S. Facilitymost recent Borrowing Base Certificate delivered pursuant to clause (a) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) with respect to Inventory owned by any Canadian Loan Party and above, (ii) Group shall conduct, or shall cause to be conducted, and upon request the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requesteda decrease therein, in each which case at such notice shall also include the expense amount of Group and for the purpose of determining the Borrowing Basesuch excess or (iii) a Liquidity Event Period has begun. Group and the AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (c) The Borrower shall furnish to the Administrative Agent any information which that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base or in relation to any field examination (including correct any appraisal, evaluation and complete copies other diligence as applicable) or any updates thereof with respect to the Inventory and Accounts (for the purpose of this Section 6.09, including any invoices, underlying agreements, instruments or other documents and Accounts relating to the identity of all Account Debtors in respect of Accounts referred to thereinMedicaid Supplemental Payments). Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Agent to conduct and conclude such field audits. (c) The Administrative Agent may, at the Borrower’s sole cost and expense of Group expense, conduct any field examination (including any appraisal, evaluation and the Borrower, make test verifications other diligence as applicable) of the Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments) in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (d) Each of Group and the Borrower shall; provided, and however, that unless a Liquidity Event Period shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Administrative Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Canadian Loan Party not more frequently than two times then be in any calendar year (and such additional times in any calendar year (not to exceed, in the case of clause (B) below, two additional field audits in such calendar year) if (A) effect or an Event of Default has shall have occurred and is continuing at the time of the appointment of the appraiser or (B) Available Credit has been less continuing, no more than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined one such field examination shall be performed during any calendar year. If a Liquidity Event Period shall then be in the U.S. Facility) for 5 or more consecutive Business Days at the time of the appointment of the appraiser) and (ii) Appraisalseffect, as reasonably requested by the Administrative Agent may conduct two (which, in the case of Inventory and Receivables, shall be conducted not less frequently than twice aggregate) such field examinations during each such calendar year and may in any event be conducted if an Event of Default has shall have occurred and is continuing continuing, there shall be no limitation on the number of field examinations during such calendar year. If a Liquidity Event Period shall then be in effect, and, upon the Administrative Agent’s request and at the time of the appointment of the appraiser or if Available Credit is less than 15% of the aggregate of the Revolving Credit Commitments and Revolving Credit Commitments (as defined in the U.S. Facility) in effect at the time of the appointment of the appraiser), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each month, the Borrower shall deliver cause independent public accountants or others satisfactory to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing furnish to the Agents or Lenders or any Affiliates of any Agent or Lender (or such other Persons as the Administrative Agent may reasonably consent to) that constitute Secured Obligations as of such date; reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables or Eligible Inventory of including any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base Accounts relating to the extent provided Medicaid Supplemental Payments) and the appraisals and evaluations for in this Agreement the Inventory; provided, however, that unless and until an Event of Default shall be continuing, the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of request no more than one such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrowerreport during any calendar year.