Common use of Borrowing Base Certificates Clause in Contracts

Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).

Borrowing Base Certificates. Prior Each Borrower shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days)Agents, Borrowers shallon each Business Day, by the 12th Business Day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared setting forth, among other things, the Term Loan Borrowing Capacity and the Revolving Borrowing Capacity as of at the close of business of immediately preceding Business Day; provided that the previous monthBorrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables, and at Eligible Private Label and Corporate Accounts (collectively, the “Borrowing Base Collateral”) weekly, such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has reporting to be updated not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day later than Wednesday of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a reflecting such Borrowing Base Certificate prepared Collateral as at the end of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably requestweek most recently ended. All calculations of Revolver Excess Availability in any Borrowing Base Certificate shall originally be made by the Borrowers and signed certified by a Senior Officer or the Controller (with such certification to be in such Person’s capacity as a Senior Officer of Borrower Agent or its general partner, a Loan Party and not in such Person’s individual capacity); provided that until the Full Payment (as defined in the Revolving Credit Agreement) of the Revolving Loan Debt and the termination of the “Commitments” (as defined in the Revolving Credit Agreement), the Revolving Agent (subject to the limitations contained in the Intercreditor Agreement) may in its Permitted Discretion from time to time review and adjust (and thereafter, the Agents may review and adjust) any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, Collateral included in any of the Term Loan Borrowing Capacity due to collections received in the Dominion Account Concentration Accounts or otherwiseto reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the Term Loan Borrowing Capacity; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability ReserveReserves. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Each Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed delivered by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral Borrowers shall be eligible for inclusion accompanied by a certificate, in the Borrowing Base (subject form and substance satisfactory to the requirements otherwise set forth in this Agreement)Agents and certified by a Senior Officer, as to the balances of each Deposit Account.

Borrowing Base Certificates. Prior Each Borrower shall deliver to the occurrence of a Reporting Trigger Event (Administrative Agent and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Co-Collateral Agent (and the Administrative Agent shall promptly deliver same to the Canadian Agent and the Lenders) on each Business Day, a Borrowing Base Certificate prepared setting forth the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables and Eligible Private Label and Corporate Accounts weekly as at the end of the close of business of the previous monthweek most recently ended, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has reporting to be updated not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day later than Wednesday of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably request. All calculations of Availability in any US Revolver Excess Availability, Canadian Revolver Excess Availability, Revolver Excess Availability, Aggregate Revolver Excess Availability, the Term Loan Borrowing Base Certificate Capacity and Loan to Value Reserve shall originally be made by the Borrowers and signed certified by a Senior Officer or the Controller (with such certification to be in such Person’s capacity as a Senior Officer of Borrower Agent or its general partner, a Loan Party and not in such Person’s individual capacity); provided that the Administrative Agent and each Co-Collateral Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any CollateralCollateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be, due to collections received in the Dominion Account Concentration Accounts or otherwiseto reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability ReserveReserves. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Each Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed delivered by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral Borrowers shall be eligible for inclusion accompanied by a certificate, in the Borrowing Base (subject form and substance satisfactory to the requirements otherwise set forth in this Agreement)Administrative Agent and the Co-Collateral Agents and certified by a Senior Officer, as to the balances of each Deposit Account.

Borrowing Base Certificates. Prior Each Borrower shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days)Agents, Borrowers shallon each Business Day, by the 12th Business Day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared setting forth, among other things, the Term Loan Borrowing Capacity and the Revolving Borrowing Capacity as of at the close of business of immediately preceding Business Day; provided that the previous monthBorrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables, and at Eligible Private Label and Corporate Accounts (collectively, the “Borrowing Base Collateral”) weekly, such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has reporting to be updated not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day later than Wednesday of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a reflecting such Borrowing Base Certificate prepared Collateral as at the end of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably requestweek most recently ended. All calculations of Revolver Excess Availability in any Borrowing Base Certificate shall originally be made by the Borrowers and signed certified by a Senior Officer or the Controller (with such certification to be in such Person’s capacity as a Senior Officer of Borrower Agent or its general partner, a Loan Party and not in such Person’s individual capacity); provided that until the Full Payment (as defined in the Revolving Credit Agreement) of the Revolving Loan Debt and the termination of the “Commitments” (as defined in the Revolving Credit Agreement), the Revolving Agent (subject to the limitations contained in the Intercreditor Agreement) may in its Permitted Discretion from time to time review and adjust (and thereafter, the Agents may review and adjust) any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, Collateral included in any of the Term Loan Borrowing Capacity due to collections received in the Dominion Account Concentration Accounts or otherwiseto reflect any events or circumstances affecting such Collateral; and (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the Term Loan Borrowing Capacity; (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability ReserveReserves and (d) to address the Montrovest LC and any changes to the Montrovest LC Effective Advance Rate. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Each Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed delivered by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral Borrowers shall be eligible for inclusion accompanied by a certificate, in the Borrowing Base (subject form and substance satisfactory to the requirements otherwise set forth in this Agreement)Agents and certified by a Senior Officer, as to the balances of each Deposit Account.

Borrowing Base Certificates. Prior (i) On or prior to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day 15th calendar day of each calendar month, beginning with the first calendar month ending after the Closing Date (or if such day is not a Business Day, the next succeeding Business Day) and at such other times as the Administrative Agent or the Required Lenders may reasonably require, the Parent Borrower shall deliver to the Administrative Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared (each a “Monthly Borrowing Base Certificate”) showing the Borrowing Base and the calculation of Excess Availability and Specified Excess Availability as of the close of business on the last day of the previous immediately preceding calendar month, with each such Monthly Borrowing Base Certificate to be certified as complete and correct in all material respects on behalf of the Parent Borrower by a Responsible Officer of the Parent Borrower; (ii) at such other times as Agent may reasonably request. After any time during the occurrence continuance of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive daysLiquidity Condition, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, Parent Borrower shall deliver to the Administrative Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared (each a “Weekly Borrowing Base Certificate”) showing the Parent Borrower’s reasonable estimate (which shall be based on the most current accounts receivable aging reasonably available and shall be calculated in a consistent manner with the most recent Monthly Borrowing Base Certificates delivered pursuant to this Section) of the Borrowing Base and the calculation of Excess Availability and Specified Excess Availability as of the close of business of Friday on the last day of the immediately preceding calendar week, which, unless the Administrative Agent otherwise agrees, shall be furnished on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day); (iii) on or prior to the date of the consummation of any disposition of Eligible Accounts in excess of the lesser of (x) 10% of the Aggregate Revolving Credit Commitments and (y) 10% of the Borrowing Base at such other times as Agent may reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or time, the Controller of Parent Borrower Agent or its general partner, provided that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) the Administrative Agent an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding giving pro forma effect to such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, disposition and (iv) without duplication of in the foregoingevent there is a material error or miscalculation in a Borrowing Base Certificate, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Parent Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) the Administrative Agent an updated Borrowing Base Certificate prepared as within three (3) Business Days after receiving notification of such error or miscalculation from the close of business of Administrative Agent. In addition, the immediately preceding month, adjusted to include in the Parent Borrower shall deliver each Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this AgreementCertificate required by Section 6.13(b).

Borrowing Base Certificates. Prior (a) On or prior to the occurrence 10th Business Day after the last day of a Reporting Trigger Event each fiscal month (and after a Reporting Trigger Event has not existed or more frequently as the Borrower may elect, so long as the frequency of delivery is maintained by the Borrower for 30 consecutive daysthe immediately following 60 day period), Borrowers shall, by the 12th Business Day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business on the last day of the previous monthimmediately preceding month (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower’s, a subsequent date), together with such supporting information in connection therewith, which supporting information shall be limited to (A) a reasonably detailed calculation of Eligible Trade Receivables and at such other times as Agent may Eligible Credit Card Receivables, (B) a reasonably request. After detailed aging of the Loan Parties’ Accounts and a reconciliation to the corresponding Borrowing Base Certificate and (C) an Excess Availability calculation; provided that upon the occurrence and during the continuance of an Increased Reporting Event, the Borrower shall deliver a Reporting Trigger Event Borrowing Base Certificate and until such time supporting information as is reasonably practicable to provide on a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. weekly basis on the second third Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of on the immediately preceding weekFriday; provided, and at such other times as Agent may reasonably request. All calculations further, that on or prior to the date of Availability in any the consummation of a Disposition of Eligible Trade Receivables and/or Eligible Credit Card Receivables that constitute 10.0% or more of the aggregate Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or permitted under Section 7.05, the Controller of Borrower Agent or its general partner, provided that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as giving pro forma effect to such Disposition; provided, further, that in the event there is material error or material miscalculation in a Borrowing Base Certificate that affects the calculation of the close of business of Borrowing Base, the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted Borrower shall be required to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) provide an updated Borrowing Base Certificate prepared within five (5) Business Days after receiving notification of such error or miscalculation from the Administrative Agent (or such later date as of reasonably agreed by the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this AgreementAdministrative Agent).

Borrowing Base Certificates. Prior to By the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day 25th day of each month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerOfficer, provided that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on On or before the 25th day of each calendar month from and after the date hereof, Borrowers shall deliver to Agent, in the form reasonably acceptable to Agent, (i) reconciliations of Borrowers’ Accounts as shown on the month-end Borrowing Base Certificate for the immediately preceding Fiscal Month to Borrowers’ accounts receivable agings, to Borrowers’ general ledger and to Borrowers’ most recent financial statements and (ii) reconciliations of Borrowers’ Inventory Structuring Transaction Commencement Date applicable as shown on Borrowers’ perpetual inventory, to each Permitted Inventory Structuring TransactionBorrowers’ general ledger and to Borrowers’ financial statements, all with supporting materials as Agent shall reasonably request. If Borrower Agent deems advisable, Borrowers shall execute and deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of Certificates more frequently than monthly. In the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the event that Borrower Agent furnishes Borrowing Base (i) all Accounts of such Certificates more frequently than monthly, Agent and Lenders acknowledge that Inventory Structuring Subsidiary owed by the applicable and Eligible Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent amounts shall deliver to Lenders) an only be updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)monthly.

Borrowing Base Certificates. Prior The Borrowers shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a quarterly Borrowing Base Certificate Certificates within 20 days of the fiscal quarter then ended prepared as of the close of business on the last Business Day of the previous monthfiscal quarter (provided that (1) during a Monthly Reporting Period, and at such other times as the Borrowers shall deliver to the Administrative Agent may reasonably request. After monthly Borrowing Base Certificates by the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day 20th day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate month prepared as of the close of business on the last Business Day of the previous month or (2) a Liquidity Event shall have occurred and be continuing, the Borrowers shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the immediately preceding previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and at (b) for the most recently ended month for which such other times as Agent may reasonably requestinformation is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrowers and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerResponsible Officer, provided that the Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. FurthermoreBy the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending June 30, Borrower shall2012), on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent Borrowers shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring CounterpartyAverage Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule O to the Collateral Questionnaire to reflect all Accounts locations of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication the end of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)fiscal quarter then ended.

Borrowing Base Certificates. Prior to On or before the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th 15th Business Day of each monthmonth from and after the Effective Date, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the last day of the immediately preceding month, with such supporting materials as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, after the occurrence and during the continuance of (i) a Cash Dominion Event or (ii) an Event of Default, within three Business Days of the end of each calendar week, the Company shall furnish a Borrowing Base Certificate calculated as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second last Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding calendar week. At any time and from time to time the Company is entitled to calculate the Borrowing Base on a pro forma basis to give effect to a Permitted Acquisition (including an acquisition of inventory or accounts receivable), and at to adjust the Borrowing Base accordingly, prior to the completion of any field examination and appraisal; provided that (A) to the extent that the Borrowing Base is adjusted by adding Eligible Accounts and Eligible Inventory acquired in such other times as Permitted Acquisition in an amount in excess of 10% of the Borrowing Base, the Company shall have 60 days following such Permitted Acquisition to deliver the appropriate field examination and appraisal in respect of such excess Eligible Accounts and Eligible Inventory, and (B) to the extent that the Borrowing Base is adjusted by adding Eligible Accounts and Eligible Inventory acquired in such Permitted Acquisition in an amount in excess of 20% of the Borrowing Base, such excess Eligible Accounts and Eligible Receivables shall not be added to the Borrowing Base prior to the date that the appropriate field examination and appraisal in respect of such excess Eligible Accounts and Eligible Inventory is delivered to the Administrative Agent may reasonably requestor its designated representative. All calculations of Availability in any The Borrowing Base Certificate shall originally also be made delivered at such times required pursuant to Section 9.6 in connection with a disposition, if applicable. Information required to be delivered pursuant to Section 8.1 or 8.2 shall be deemed to have been delivered if such information shall have been posted by Borrowers and signed the Administrative Agent on an IntraLinks or similar site to which each Lender has been granted access. Information delivered pursuant to Section 8.1 or 8.2 may also be delivered by a Senior Officer or electronic communications pursuant to procedures approved by the Controller of Borrower Agent or its general partner, provided Administrative Agent. The Company hereby acknowledges that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of such Inventory Structuring Subsidiary owed the Company hereunder (collectively, “Company Materials”) by posting the applicable Inventory Structuring Counterparty, Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) all Accounts certain of such Inventory Structuring Subsidiary which constitute the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or consist of insurance proceeds its Affiliates, or the respective securities of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations and who may be engaged in investment and other market-related activities with respect to such Permitted Inventory Structuring TransactionPersons’ securities. On The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or after equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Inventory Structuring Transaction Termination Date Company Materials that may be distributed to the Public Lenders and that: (A) all such Company Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Company Materials “PUBLIC”, the Company shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Company Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to any Permitted Inventory Structuring Transactionthe Company or its securities for purposes of United States Federal and state securities laws (provided, Borrower Agent may deliver however, that to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding monthextent such Company Materials constitute Information, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral they shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise treated as set forth in this AgreementSection 12.13); (C) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (D) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Borrowing Base Certificates. Prior On the Closing Date, (i) unless clause (ii) below applies, on or before the twentieth (20th) day of each month thereafter, (ii) during any period in which a Weekly Borrowing Base Period is in effect, on or before Wednesday of each week, (iii) at the time of the consummation of any Asset Sale involving Eligible Receivables and/or Eligible Inventory and (iv) within five (5) Business Days after any casualty event or condemnation (or similar) event involving Eligible Inventory with an aggregate value of $1,000,000 or more, the Lead Borrower shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Administrative Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate setting forth each Borrowing Base (in each case with supporting calculations in reasonable detail), which shall be prepared (A) as of March 31, 2013 in the case of the initial Borrowing Base Certificate and (B) as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second last Business Day of the preceding month in the case of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a subsequent Borrowing Base Certificate prepared (or, if any such Borrowing Base Certificate is delivered 102 more frequently than monthly, as of the close of business of Friday last Business Day of the immediately week preceding week, such delivery); provided that any Borrowing Base Certificate delivered pursuant to preceding clauses (iii) and at (iv) shall be prepared on a pro forma basis to exclude any Eligible Receivables or Eligible Inventory the subject of any such other times event. Each such Borrowing Base Certificate shall include such supporting information as Agent may be reasonably requestrequested from time to time by the Administrative Agent. All calculations of Global Excess Availability and Global Undrawn Availability in any Borrowing Base Certificate shall originally be made by Borrowers the Lead Borrower and signed certified by a Senior an Authorized Officer or of the Controller of Borrower Agent or its general partner, Lead Borrower; provided that the Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in consultation with the Dominion Account or otherwise; and (b) Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect Agreement. By the Availability Reserve. Furthermoretwentieth (20th) day after the end of each Fiscal Quarter, the Lead Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts to the Administrative Agent an officer’s certificate setting forth a calculation of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring CounterpartyQuarterly Average Undrawn Availability for the calendar quarter most recently ended and the corresponding Applicable Margins and Unused Line Fee Rate, and (ii) updates, if any, to Collateral Questionnaire to reflect all Accounts locations of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication the end of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)Fiscal Quarter then ended.

Borrowing Base Certificates. Prior The Lead Borrower shall provide the Agent with Borrowing Base Certificates, each reflecting the Borrowers' condition for the period indicated below immediately prior to the occurrence date when furnished, as follows: (a) On each Thursday (or the next Business Day, if that Thursday is not a Business Day) of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days)every fiscal week, Borrowers shall, by the 12th Business Day of each month, deliver to Lead Borrower shall provide the Agent (and Agent shall promptly deliver same to Lenders) with a Borrowing Base Certificate prepared (in the form of EXHIBIT 5:5-4(a) annexed hereto, as such form may be revised from time to time by the Agent), each reflecting the Borrowers' condition on the last day of the close fiscal week immediately prior to the date when furnished. Such Borrowing Base Certificate may be sent to the Agent by facsimile transmission, provided that the original thereof is forwarded to the Agent on the date of business such transmission. (b) On the third Thursday (or the next Business Day, if that Thursday is not a Business Day) following the end of the previous Borrower's fiscal month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers Lead Borrower shall, on or before 10:00 p.m. on in addition to the second Business Day of each weekweekly Borrowing Base Certificate required pursuant to subsection (a) above, deliver to provide the Agent (and Agent shall promptly deliver same to Lenders) with a Borrowing Base Certificate prepared (in the form of EXHIBIT 5:5-4(b) annexed hereto, as of the close of business of Friday of the immediately preceding week, and at such other times as Agent form may reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided that Agent may in its Permitted Discretion revised from time to time review and adjust any by the Agent), each reflecting the Borrowers' condition on the last day of the fiscal month immediately prior to the date when furnished, with each such calculation Borrowing Base Certificate being reconciled (awith respect to the weekly Borrowing Base Certificates delivered to the Agent during said prior fiscal month) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; all actual customary and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reservenormal month end adjustments. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Such Borrowing Base Certificate prepared as of may be sent to the close of business of Agent by facsimile transmission, provided that the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted original thereof is forwarded to exclude from the Borrowing Base (i) all Accounts Agent on the date of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)transmission.

Borrowing Base Certificates. Prior to By (i) the occurrence fifteenth (15th) day of a each calendar month, or (ii) during an Accelerated Reporting Trigger Event or the continuance of an Event of Default, on the third (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th 3rd) Business Day of each monthweek, Administrative Borrower, on behalf of Borrowers, shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared (x) as of the close of business on the last Business Day of the previous month, calendar month in the case of clause (i) above and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lendersy) a Borrowing Base Certificate prepared as of the close of business on the preceding Friday in the case of Friday clause (ii) above; provided, that Administrative Borrower shall be entitled to give notice to Agent (no more frequently than once per Fiscal Quarter) of its intent to submit weekly Borrowing Base Certificates, and, upon giving such notice, shall submit weekly Borrowing Base Certificates in the immediately preceding manner set forth in clause (ii) above through the full month following the month during which such notice is delivered; provided further that the first weekly Borrowing Base Certificate may be delivered sooner than the third (3rd) Business Day of a week, and at such other times as Agent may reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers Administrative Borrower, on behalf of Borrowers, and signed certified by a Senior Responsible Officer or the Controller of Borrower Agent or its general partnerAdministrative Borrower; provided, provided that Agent may in its Permitted Discretion from time to time review (with 2 Business Days prior written notice to Administrative Borrower) and adjust any such calculation (a) to reflect in its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) Permitted Discretion after consultation with Administrative Borrower solely to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).

Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, shall deliver to Administrative Agent (and Administrative Agent shall shall, on request from a Lender, promptly deliver same to Lenderssuch Lender) a Borrowing Base Certificate Certificate: (a) on the Restatement Effective Date; (b) if there are no Revolver Loans outstanding and the LC Obligations that have not been Cash Collateralized do not exceed $2,000,000, on the 25th day of the month following the end of each Fiscal Quarter, prepared as of the close last day of business such Fiscal Quarter, or if there are Revolver Loans outstanding or LC Obligations that have not been Cash Collateralized exceed $2,000,000, on the Business Day that the initial Revolver Loan is requested, or deemed requested by Borrower or the LC Obligations that are not Cash Collateralized initially exceed $2,000,000, and on the 25th day of each month thereafter, prepared as of the last day of the previous month; (c) if there are Revolver Loans outstanding or the LC Obligations that have not been Cash Collateralized exceed $2,000,000, and on any Business Day on which Borrowers shall dispose of any Eligible Accounts having a face amount in excess of $250,000 to the extent permitted pursuant to clause (ii)(k) of the definition of Permitted Asset Disposition; (d) during the continuance of an Event of Default, at such other times as Administrative Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, provided that Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, may deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and Certificates more frequently at such other times as Agent may reasonably requesttheir option. All calculations of Availability in connection with any Borrowing Base Certificate shall originally be made by Borrowers and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partneran authorized officer to Administrative Agent, provided that Administrative Agent may in its Permitted Discretion from time shall have the right to time review and adjust adjust, in the exercise of its Credit Judgment, any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the amount of the Availability Reserve. Furthermore, Borrower shall, In no event shall the Borrowing Base on or before any date be deemed to exceed the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated amount of the Borrowing Base shown on the Borrowing Base Certificate prepared most recently received by Administrative Agent, as of the close of business of the month immediately preceding calculation in such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared may be adjusted from time to time by Administrative Agent as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)herein authorized.

Borrowing Base Certificates. Prior The Lead Borrower, shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a the North American Borrowing Base Certificate and related Supporting Information prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second last Business Day of each weekthe applicable previous fiscal month of the Lead Borrower commencing with the fiscal month of the Lead Borrower ending on or around May 31, 2021, no later than the twentieth (20th) day after the end of such fiscal month of the Lead Borrower; provided that, (i) during the continuance of a Cash Dominion Period, the Lead Borrower shall deliver to the Administrative Agent (and Agent shall promptly deliver same to Lenders) a North American Borrowing Base Certificate and Supporting Information more frequently (as reasonably determined by the Administrative Agent) (but not more frequently than weekly, with delivery required within four (4) Business Days after the end of the applicable previous week prepared as of the close of business of on Friday of the immediately preceding previous week, and at such other times as Agent may reasonably request. All calculations of Availability in any which North American Borrowing Base Certificate and Supporting Information shall originally be made in standard form unless otherwise reasonably agreed to by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided Administrative Agent; it being understood that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received Inventory amounts shown in the Dominion Account or North American Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month of the Lead Borrower for which such information is available with regard to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees otherwise; ), and (b) to the extent the calculation is not made amount of North American Eligible Accounts shown in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated such North American Borrowing Base Certificate prepared as and Supporting Information will be based on the amount of the close gross Accounts set forth in the most recent weekly report, less the amount of business ineligible Accounts reported for the most recently ended fiscal month of the month immediately preceding such Inventory Structuring Transaction Commencement DateLead Borrower) (or, adjusted to exclude from when available, ineligible Accounts set forth in the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterpartymost recent weekly report), (ii) all Accounts in the event that any North American Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the North American Borrowing Base Certificate and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Inventory Structuring Subsidiary which constitute or consist Specified Transaction, subject to the limitations set forth in the definition of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds“North American Borrowing Base”, (iii) all Inventory in the event (x) any North American Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a North American Loan Party) that results in the Disposition of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $20,000,000, (y) any North American Loan Party consummates an Investment to any Person (other than a North American Loan Party) that results in the Investment of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (z) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver an updated North American Borrowing Base Certificate and Supporting Information at the time of or prior to the consummation of such Inventory Structuring Subsidiary at any Inventory Structuring LocationDisposition, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged Lead Borrower may elect to secured deliver the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated North American Borrowing Base Certificate prepared as and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Lead Borrower elect to deliver the North American Borrowing Base Certificate and Supporting Information on a weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate on a weekly basis for at least forty-five (45) days following the date of the close of business first such weekly delivery, and (y) if the Lead Borrower elect to deliver the North American Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate and Supporting Information on such basis for at least sixty (60) days following the date of the immediately preceding monthfirst such delivery. For the avoidance of doubt, adjusted to include in following the establishment of Additional European Incremental Revolving Facility, the delivery of the European Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral Certificate shall be eligible for inclusion governed by the #94513555v35 terms of the applicable Incremental Revolving Facility Amendment (including any amendments to this Agreement in the Borrowing Base (subject to the requirements otherwise set forth in this Agreementconnection therewith and as contemplated by Section 2.22).

Borrowing Base Certificates. Prior The Borrowers shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a quarterly Borrowing Base Certificate Certificates within 20 days of the fiscal quarter then ended prepared as of the close of business on the last Business Day of the previous monthfiscal quarter (provided that (1) during a Monthly Reporting Period, and at such other times as the Borrowers shall deliver to the Administrative Agent may reasonably request. After monthly Borrowing Base Certificates by the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day 20th day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate month prepared as of the close of business on the last Business Day of the previous month or (2) a Liquidity Event shall have occurred and be continuing, the Borrowers shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the immediately preceding previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and at (b) for the most recently ended month for which such other times as Agent may reasonably requestinformation is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrowers and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerResponsible Officer, provided that the Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. FurthermoreBy the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending June 30, Borrower shall2012), on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent Borrowers shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring CounterpartyAverage Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule O to the Collateral Questionnaire to reflect all Accounts locations of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication the end of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)fiscal quarter then ended.”

Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 110 ​ AMERICAS/2024146412.5 ​ Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds[reserved], (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).

Borrowing Base Certificates. Prior to By(x) so long as Availability is greater than 50% of the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shallLine Cap, by the 12th Business Day 20th day after the end of each monthFiscal Quarter, the Lead Borrower shall deliver to the Agent (and the Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day such Fiscal Quarter and (y) at any time when Availability is is less than or equal to 50% of the previous Line Cap, by the 20th day of each month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, Lead Borrower shall deliver to the Agent (and the Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, in each case, if a Liquidity Event shall have occurred and be continuing, the Lead Borrower shall deliver to the Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the immediately preceding previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and at (b) for the most recently ended month for which such other times as Agent may reasonably requestinformation is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). All calculations of Availability the Canadian Available Credit, the U.S. Available Credit, each German Available Credit and Total German Available Credit in any Borrowing Base Certificate shall originally be made by Borrowers the Lead Borrower and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerResponsible Officer, provided that the Agent may in its Permitted Discretion from time to time review and adjust any such calculation in consultation with the Lead Borrower, (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the a Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. FurthermoreBy the 20th day after the end of each Fiscal Quarter, the Lead Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base Agent (i) all Accounts an Applicable Margin Certificate setting forth a calculation of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring CounterpartyAverage Availability for the Fiscal Quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule 2(b) to the Perfection Certificate to reflect all Accounts locations of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication the end of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)Fiscal Quarter then ended.

Borrowing Base Certificates. Prior The Borrowers shall deliver to the occurrence of a Reporting Trigger Event Agent (and after a Reporting Trigger Event has not existed for 30 consecutive days)a) If no Low Availability Period is in effect, Borrowers shall, by then on or before the 12th Business Day 15th day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business end of the previous month, and at such other times as Agent may reasonably request. After the occurrence of or (b) if a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive daysLow Availability Period is in effect, Borrowers shall, then (i) on or before 10:00 p.m. on the second Business Day 15th day of each weekmonth, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday end of the immediately preceding weekprevious month and, and at such other times as Agent may reasonably request. All calculations of Availability (ii) in any Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shalladdition thereto, on or before the Inventory Structuring Transaction Commencement Date applicable to 25th day of each Permitted Inventory Structuring Transactionmonth, deliver to Agent (and Agent shall deliver to Lenders) an updated a Borrowing Base Certificate prepared as of the close 15th day of business such month, together with such additional Borrowing Base Certificates as and when requested by the Agent in writing. Together with each such Borrowing Base Certificate, the Borrowers shall deliver: (1) a schedule of the month immediately preceding Borrowers’ Accounts created, credits given, cash collected, and other adjustments to Accounts since the last such Inventory Structuring Transaction Commencement Dateschedule; (2) an aging of the Borrower’s Accounts, adjusted together with a reconciliation to exclude from the corresponding Borrowing Base and to the Borrowers’ general ledger; (i3) all an aging of the Borrowers’ accounts payable; (4) a detailed calculation and description of Eligible Petroleum Inventory, Eligible Cash and Eligible Investments, Eligible In-Transit Petroleum Inventory, First Purchaser Liens, and Paid but Unexpired Letters of Credit; (5) a schedule in reasonable detail setting forth the additions and reductions in the Borrowers’ accounts receivable since delivery of the previous Borrowing Base Certificate with a reconciliation to the corresponding accounts receivable aging; and (6) Inventory reports by category, together with reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger. Upon request of the Agent, the Borrowers shall deliver: (A) inventory reports by location; (B) copies of invoices in connection with the Borrowers’ Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Borrowers’ Accounts of such and for Inventory Structuring Subsidiary owed and Equipment acquired by the applicable Inventory Structuring CounterpartyBorrowers, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Locationpurchase orders, and invoices; (ivC) without duplication a statement of the balance of each intercompany Account, if any; (D) such other reports as to the Collateral as the Agent shall reasonably request from time to time; and (E) with the delivery of each of the foregoing, any cash or Cash Equivalents pledged to secured a certificate of the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver executed by an officer thereof certifying as to Agent (the accuracy and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as completeness of the close of business foregoing. If the Borrowers’ records or reports of the immediately preceding monthCollateral are prepared by an accounting service or other agent, adjusted the Borrowers hereby authorize such service or agent to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to deliver such Permitted Inventory Structuring Transactionrecords, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurredreports, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject related documents to the requirements otherwise set forth in this Agreement)Agent, for distribution to the Lenders.

Borrowing Base Certificates. Prior The Borrower shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the occurrence of a Reporting Trigger Event Revolving Lenders and the FILO A Lenders) and (and after a Reporting Trigger Event has not existed for 30 consecutive daysy) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), Borrowers shall, by monthly Borrowing Base Certificates on or prior to the 12th 15th Business Day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate month prepared as of the close of business on the last day of the previous month, and at such other times as Agent may reasonably request. After fiscal month or after the occurrence and during the continuance of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business of Friday on Saturday of the immediately preceding previous week, and which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such other times as Agent may reasonably requestBorrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeks. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers the Borrower and signed certified by a Senior Financial Officer or of the Controller of Borrower Agent or its general partnerBorrower, provided that the Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. FurthermoreBy the 20th day after the end of each fiscal quarter, the Borrower shallshall deliver updates, on or before if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory Structuring Transaction Commencement Date applicable at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to each Permitted Inventory Structuring Transactionthis Section 5.12(a), deliver to Agent (and Agent the Borrower shall deliver to Lenders) an updated the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate prepared through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the close of business of the month immediately preceding Borrower to deliver any such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, Borrower and such Collateral shall be eligible for inclusion in the Borrowing Base (subject delivered to the requirements otherwise set forth in this Agreement).Administrative Agent. 152

Borrowing Base Certificates. Prior The Borrower shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the occurrence of a Reporting Trigger Event Revolving Lenders and the FILO A Lenders) and (and after a Reporting Trigger Event has not existed for 30 consecutive daysy) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), Borrowers shall, by monthly Borrowing Base Certificates on or prior to the 12th 15th Business Day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate month prepared as of the close of business on the last day of the previous month, and at such other times as Agent may reasonably request. After fiscal month or after the occurrence and during the continuance of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business of Friday on Saturday of the immediately preceding previous week, and which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such other times as Agent may reasonably requestBorrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeks. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers the Borrower and signed certified by a Senior Financial Officer or of the Controller of Borrower Agent or its general partnerBorrower, provided that the Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. FurthermoreBy the 20th day after the end of each fiscal quarter, the Borrower shallshall deliver updates, on or before if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory Structuring Transaction Commencement Date applicable at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to each Permitted Inventory Structuring Transactionthis Section 5.12(a), deliver to Agent (and Agent the Borrower shall deliver to Lenders) an updated the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate prepared through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the close of business of the month immediately preceding Borrower to deliver any such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, Borrower and such Collateral shall be eligible for inclusion in the Borrowing Base (subject delivered to the requirements otherwise set forth in this Agreement).Administrative Agent. 138

Borrowing Base Certificates. Prior to (i) By the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day 20th day of each month, Lead Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous monthmonth (provided that, and at (a) until the Closing Date Borrowing Base Termination Date, such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate may state that the Borrowing Base is equal to $90,000,000 and (b) after the Closing Date Borrowing Base Termination Date, during a Liquidity Period, Lead Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business of on Friday of the immediately preceding previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent, or more frequently if elected by Lead Borrower, provided the Borrowing Base shall continue to be reported on such more frequent basis for at least three (3) months following any such election); and at (ii) upon any sale or other disposition outside the ordinary course of business in a single transaction or series of related transactions of any ABL Collateral having an aggregate book value in excess of 10% of the then-existing Borrowing Base, an updated Borrowing Base Certificate, prepared after giving effect to such sale or other times as Agent may reasonably requestdisposition (it being understood that (x) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (1) set forth in the most recent weekly report, where possible, and (2) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (y) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers Lead Borrower and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerResponsible Officer, provided that the Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) consultation with Lead Borrower to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)Reserves.

Borrowing Base Certificates. Prior On or prior to the occurrence 20th calendar day of each calendar month (or on a Reporting Trigger Event (and more frequent basis at the discretion of the Borrower; provided that once a more frequent basis is elected by the Borrower, it must be continued for no less than 60 calendar days after a Reporting Trigger Event has not existed for 30 consecutive daysthe date of such election), Borrowers shallbeginning with the calendar month ended April 30, by 2023 (or if such day is not a Business Day, the 12th next succeeding Business Day of each monthDay), deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared showing each of the Borrowing Base and the calculation of the Excess Availability and the Specified Excess Availability, in each case as of the close of business on the last day of the previous monthimmediately preceding calendar month (the Borrowing Base Certificate delivered as of each month end, and the “Monthly Borrowing Base Certificate”) (or, at such other times the option of the Borrower, as Agent may reasonably request. After the occurrence of a Reporting Trigger Event more recent date), each such Borrowing Base Certificate to be certified as complete and until such time as a Reporting Trigger Event has not existed for 30 consecutive dayscorrect in all material respects on behalf of the Borrower by an Authorized Officer of the Borrower; provided that during the Weekly Monitoring Period, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared showing the Borrower’s reasonable estimate (which shall be based on the most current accounts receivable aging reasonably available and shall be calculated in a consistent manner with the most recent Monthly Borrowing Base Certificate delivered pursuant to this Section) of each Borrowing Base and the calculation of the Excess Availability and Specified Excess Availability as of the close of business of Friday on the last day of the immediately preceding calendar week, and at such other times as unless the Administrative Agent may otherwise agrees in its reasonably request. All calculations discretion, shall be furnished on Wednesday of Availability in each week (or if Wednesday is not a Business Day, on the next succeeding Business Day); provided that any Borrowing Base Certificate delivered pursuant to this Section 9.1(k) other than with respect to month’s end may be based on such estimates by the Borrower as the Borrower may deem necessary; (l) at the time of the delivery of each Monthly Borrowing Base Certificate provided for in Section 9.1(k), the Borrower shall originally each provide Inventory reports by category and location, together with reconciliation to the corresponding Monthly Borrowing Base Certificate, a 151 reasonably detailed calculation of Eligible Inventory, and a reconciliation of the Credit Parties’ respective Inventory between the amounts shown in each such Person’s stock ledger and any Inventory reports delivered pursuant to this clause (l); provided, that any Borrowing Base Certificate delivered other than with respect to month’s end may be made based on such estimates by Borrowers the Credit Parties of Shrink and signed by other amounts as the Borrower may deem necessary; (m) at the time of the delivery of each Monthly Borrowing Base Certificate provided for in Section 9.1(k), the Borrower shall provide a Senior Officer or current accounts receivable aging along with a reconciliation between the Controller amounts that appear on such aging and the amount of Borrower Agent or its general partner, provided that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in accounts receivable presented on the Dominion Account or otherwiseconcurrently delivered balance sheet; and (bn) (i) the Borrower shall notify the Administrative Agent of a pending withdrawal of cash or Cash Equivalents constituting Eligible Borrowing Base Cash from a Blocked Account subject to a Blocked Account Agreement under Section 9.18 prior to making such withdrawal, and (ii) within one (1) Business Day of such a withdrawal, the extent Borrower shall provide the calculation is not made in accordance Administrative Agent with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as reflecting the updated Eligible Borrowing Base Cash. Notwithstanding the foregoing, the obligations in clauses (a), (b), (e) and (g) of this Section 9.1 may be satisfied with respect to financial information of the close Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of business Holdings or any direct or indirect parent of Holdings or (B) the Borrower’s (or Holdings’ or any direct or indirect parent thereof), as applicable, Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B) of this paragraph, to the extent such information relates to Holdings or a direct or indirect parent of Holdings, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Holdings or such parent, on the one hand, and the information relating to the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand (provided, however, that the Borrower shall be under no obligation to deliver such consolidating or other explanatory information if the Consolidated Total Assets and the Consolidated EBITDA of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude Borrower and its consolidated Restricted Subsidiaries do not differ from the Borrowing Base Consolidated Total Assets and the Consolidated EBITDA, respectively, of Holdings or any direct or indirect parent of Borrower and its consolidated Subsidiaries by more than 2.5%). Documents required to be delivered pursuant to clauses (a), (b) and (e) of this Section 9.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) all Accounts on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website as notified to the Administrative Agent in writing and provides to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, documents; or (ii) all Accounts of on which such Inventory Structuring Subsidiary which constitute documents are posted on the Borrower’s behalf on an Internet or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location intranet website, if any, or filed with the SEC, and available in XXXXX (or any proceeds of such insurance proceedssuccessor) to which each Lender and the Administrative Agent have access (whether a commercial, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of third-party website or whether sponsored by the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring TransactionAdministrative Agent). On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).152 9.2

Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, Obligors shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as (i) by the fifteenth (15th) day of the close of business of the previous each calendar month, and at such other times as Agent may reasonably request. After , a Revolver Borrowing Base Certificate and a Term Loan Borrowing Base Certificate setting forth the occurrence amounts of a Accounts, Inventory, Eligible Accounts, Eligible Inventory, the Accounts Formula Amount, the Inventory Formula Amount, the IP Formula Amount, the Equipment Formula Amount, the Term Loan Push Down Reserve, the Availability Reserve, the Revolver Borrowing Base, the Term Loan Borrowing Base, the Revolver Exposure, the Term Loan Exposure, Availability as of the most recently ended Fiscal Month, and the status of Priority Payables, and (ii) at any time Availability falls below the Reporting Frequency Increase Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive daysAmount, Borrowers shall, on or before 10:00 p.m. on the second Business Day by Wednesday of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a an updated Revolver Borrowing Base Certificate prepared and Term Loan Borrowing Base Certificate (which updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate shall include updated calculations of the Revolver Borrowing Base, Term Loan Borrowing Base, the Term Loan Push Down Reserve, Availability as of the close of business of Friday end of the immediately preceding weekmost recently ended week based solely upon sales, collections and Loan activity since the last day of the Fiscal Month for which a monthly Revolver Borrowing Base Certificate and a monthly Term Loan Borrowing Base shall have been prepared), and at such other times as Agent may reasonably requestthe status of Priority Payables. All calculations of Availability in any Revolver Borrowing Base Certificate and/or Term Loan Borrowing Base Certificate shall originally be made by Borrowers Obligors and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerOfficer; provided, provided that Agent may in its Permitted Discretion from time to time review and and, in its Permitted Discretion, adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent Agent believes that the calculation is was not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on ; or before (c) to the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to extent the Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, has advised Borrower Agent may deliver to and Revolver Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in calculation does not accurately reflect the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)Term Loan Push Down Reserve.

Borrowing Base Certificates. Prior On the Closing Date and on each Business Day through the 60th day after the Closing Date or until Borrowers are able to report the value of Inventory at both cost and market in a manner reasonably satisfactory to the occurrence Agents, whichever is the later to occur, and thereafter weekly as of Thursday (or the next Business Day) of each week for the weekly period ending not more than two (2) Business Days earlier, or at such more frequent intervals as the Collateral Agent may request (provided that, notwithstanding the foregoing, certain items as noted in Schedule IV, shall only be updated on a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive daysweekly basis), Borrowers shall, by the 12th Business Day of each month, shall deliver to the Collateral Agent (and the Collateral Agent shall shall, on request from a Lender, promptly deliver same to Lenderssuch Lender) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably requestCertificate. All calculations of Availability in connection with any Borrowing Base Certificate shall originally be made by the Borrowers and signed certified by a Senior Responsible Officer or to the Controller of Borrower Agent or its general partnerAgents, provided that Agent may in its Permitted Discretion from time the Agents shall have the right to time review and adjust adjust, in the exercise of their credit judgment, any such calculation (ai) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in of the Dominion Account or otherwise; Collateral described therein and (bii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the amount of the Availability Reserve. Furthermore, Borrower shall, In no event shall the Borrowing Base on or before any date be deemed to exceed the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated amount of the Borrowing Base shown on the Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed last received by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect Collateral Agent prior to such Permitted Inventory Structuring Transaction. On or after date, as the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated calculation in such Borrowing Base Certificate prepared may be adjusted from time to time by the Agents as herein authorized. No less frequently than weekly, a Borrowing Base Certificate shall indicate, without limitation, the Account Debtors of a Borrower who are also creditors of Mapco and the availability on any applicable date of Mapco under its working capital credit facility for purposes of the close of business Agents' determination of the immediately preceding month, adjusted to include in applicability and extent of the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)Mapco Reserve.

Borrowing Base Certificates. Prior The US Borrower and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate and related Supporting Information prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second last Business Day of the applicable previous month commencing with the month ending June 30, 2018 (provided that if an inventory appraisal and field examination reasonably satisfactory to the Administrative Agent has not been delivered to the Administrative Agent and the Lead Borrower has not been provided a reasonable time to review, and discuss the results thereof with the Administrative Agent, by June 15, 2018, the Borrowing Base Certificate for the month ending June 30, 2018 shall be in a form consistent with the Borrowing Base Certificate delivered on the Closing Date), no later than (x) the 30th day after the last day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) of the first four months for which a Borrowing Base Certificate is delivered following the Closing Date pursuant to this Section 5.01(l) and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by the Administrative Agent) (but not more frequently than weekly, with delivery required within 4 Business Days after the end of the applicable previous week prepared as of the close of business of on Friday of the immediately preceding previous week, and at such other times as Agent may reasonably request. All calculations of Availability in any which Borrowing Base Certificate Certificates and Supporting Information shall originally be made in standard form unless otherwise reasonably agreed to by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided Administrative Agent; it being understood that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received Inventory amounts shown in the Dominion Account or Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees otherwise; ), and (b) to the extent the calculation is not made amount of Eligible Accounts shown in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated such Borrowing Base Certificate prepared as and Supporting Information will be based on the amount of the close gross Accounts set forth in the most recent weekly report, less the amount of business of ineligible Accounts reported for the month immediately preceding such Inventory Structuring Transaction Commencement Datemost recently ended month) (or, adjusted to exclude from when available, ineligible Accounts set forth in the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterpartymost recent weekly report), (ii) all Accounts in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Inventory Structuring Subsidiary which constitute or consist Specified Transaction, subject to the limitations set forth in the definitions of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds“Canadian Borrowing Base” and “US Borrowing Base”, (iii) all Inventory in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $7,500,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $7,500,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Inventory Structuring Subsidiary at any Inventory Structuring LocationDisposition, and (iv) without duplication of the foregoingBorrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), any cash or Cash Equivalents pledged provided that (x) if the Borrowers elect to secured deliver the obligations with respect Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to such Permitted Inventory Structuring Transaction. On or after continue to deliver the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as on a weekly basis for at least 45 days following the date of the close of business of first such weekly delivery, and (y) if the immediately preceding month, adjusted Borrowers elect to include in deliver the Borrowing Base any Collateral previously excluded solely as Certificates and Supporting Information on a result of being subject to such Permitted Inventory Structuring Transactionless frequent than weekly basis, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral they shall be eligible for inclusion in required to continue to deliver the Borrowing Base (subject to Certificate and Supporting Information on such basis for at least 60 days following the requirements otherwise set forth in this Agreement)date of the first such delivery.

Borrowing Base Certificates. Prior The Lead Borrower, shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a the North American Borrowing Base Certificate and related Supporting Information prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second last Business Day of each weekthe applicable previous fiscal month of the Lead Borrower commencing with the fiscal month of the Lead Borrower ending on or around May 31, 2021, no later than the twentieth (20th) day after the end of such fiscal month of the Lead Borrower; provided that, (i) during the continuance of a Cash Dominion Period, the Lead Borrower shall deliver to the Administrative Agent (and Agent shall promptly deliver same to Lenders) a North American Borrowing Base Certificate and Supporting Information more frequently (as reasonably determined by the Administrative Agent) (but not more frequently than weekly, with delivery required within four (4) Business Days after the end of the applicable previous week prepared as of the close of business of on Friday of the immediately preceding previous week, and at such other times as Agent may reasonably request. All calculations of Availability in any which North American Borrowing Base Certificate and Supporting Information shall originally be made in standard form unless otherwise reasonably agreed to by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided Administrative Agent; it being understood that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received Inventory amounts shown in the Dominion Account or North American Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month of the Lead Borrower for which such information is available with regard to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees otherwise; ), and (b) to the extent the calculation is not made amount of North American Eligible Accounts shown in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated such North American Borrowing Base Certificate prepared as and Supporting Information will be based on the amount of the close gross Accounts set forth in the most recent weekly report, less the amount of business ineligible Accounts reported for the most recently ended fiscal month of the month immediately preceding such Inventory Structuring Transaction Commencement DateLead Borrower) (or, adjusted to exclude from when available, ineligible Accounts set forth in the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterpartymost recent weekly report), (ii) all Accounts in the event that any North American Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the North American Borrowing Base Certificate and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Inventory Structuring Subsidiary which constitute or consist Specified Transaction, subject to the limitations set forth in the definition of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds“North American Borrowing Base”, (iii) all Inventory in the event (xw) any North American Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a North American Loan Party) that results in the Disposition of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $20,000,000 (for such purposes, Dispositions of Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of any specific Account Debtor in connection with a Permitted Receivables Facility upon initially entering into such Permitted Receivables Facility (or supplementing such Permitted Receivables Facility to include the Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of a specific Account Debtor) shall be subject to this clause (iii)(w), but Dispositions of 129379097_5 #96094974v22 133208524_1 Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral, as applicable) of such Inventory Structuring Subsidiary Account Debtor thereafter under such Permitted Receivables Facility shall not be subject to this clause (iii)(w)), (x) upon termination of any Permitted Receivables Facility (or portion thereof) with respect to the Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral) of any specific Account Debtor that results in the Accounts (or any other Permitted Receivables Facility Assets constituting ABL Priority Collateral or ABL Exclusive Collateral, as applicable) of such Account Debtor no longer being excluded or ineligible as North American Eligible Accounts, (y) any North American Loan Party consummates an Investment to any Person (other than a North American Loan Party) that results in the Investment of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (z) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver an updated North American Borrowing Base Certificate and Supporting Information at any Inventory Structuring Locationthe time of or prior to the consummation of such Disposition, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged Lead Borrower may elect to secured deliver the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated North American Borrowing Base Certificate prepared as and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Lead Borrower elect to deliver the North American Borrowing Base Certificate and Supporting Information on a weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate on a weekly basis for at least forty-five (45) days following the date of the close of business first such weekly delivery, and (y) if the Lead Borrower elect to deliver the North American Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate and Supporting Information on such basis for at least sixty (60) days following the date of the immediately preceding monthfirst such delivery. For the avoidance of doubt, adjusted to include in following the establishment of Additional European Incremental Revolving Facility, the delivery of the European Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral Certificate shall be eligible for inclusion governed by the terms of the applicable Incremental Revolving Facility Amendment (including any amendments to this Agreement in the Borrowing Base (subject to the requirements otherwise set forth in this Agreementconnection therewith and as contemplated by Section 2.22).

Borrowing Base Certificates. Prior The Lead Borrower, shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a the North American Borrowing Base Certificate and related Supporting Information prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second last Business Day of each weekthe applicable previous fiscal month of the Lead Borrower commencing with the fiscal month of the Lead Borrower ending on or around May 31, 2021, no later than the twentieth (20th) day after the end of such fiscal month of the Lead Borrower; provided that, (i) during the continuance of a Cash Dominion Period, the Lead Borrower shall deliver to the Administrative Agent (and Agent shall promptly deliver same to Lenders) a North American Borrowing Base Certificate and Supporting Information more frequently (as reasonably determined by the Administrative Agent) (but not more frequently than weekly, with delivery required within four (4) Business Days after the end of the applicable previous week prepared as of the close of business of on Friday of the immediately preceding previous week, and at such other times as Agent may reasonably request. All calculations of Availability in any which North American Borrowing Base Certificate and Supporting Information shall originally be made in standard form unless otherwise reasonably agreed to by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided Administrative Agent; it being understood that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received Inventory amounts shown in the Dominion Account or North American Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended fiscal month of the Lead Borrower for which such information is available with regard to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees otherwise; ), and (b) to the extent the calculation is not made amount of North American Eligible Accounts shown in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated such North American Borrowing Base Certificate prepared as and Supporting Information will be based on the amount of the close gross Accounts set forth in the most recent weekly report, less the amount of business ineligible Accounts reported for the most recently ended fiscal month of the month immediately preceding such Inventory Structuring Transaction Commencement DateLead Borrower) (or, adjusted to exclude from when available, ineligible Accounts set forth in the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterpartymost recent weekly report), (ii) all Accounts in the event that any North American Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the North American Borrowing Base Certificate and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Inventory Structuring Subsidiary which constitute or consist Specified Transaction, subject to the limitations set forth in the definition of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds“North American Borrowing Base”, (iii) all Inventory in the event (x) any North American Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a North American Loan Party) that results in the Disposition of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $20,000,000, (y) any North American Loan Party consummates an Investment to any Person (other than a North American Loan Party) that results in the Investment of ABL Priority Collateral or ABL Exclusive Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (z) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver an updated North American Borrowing Base Certificate and Supporting Information at the time of or prior to the consummation of such Inventory Structuring Subsidiary at any Inventory Structuring LocationDisposition, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged Lead Borrower may elect to secured deliver the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated North American Borrowing Base Certificate prepared as and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Lead Borrower elect to deliver the North American Borrowing Base Certificate and Supporting Information on a weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate on a weekly basis for at least forty-five (45) days following the date of the close of business first such weekly delivery, and (y) if the Lead Borrower elect to deliver the North American Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the North American Borrowing Base Certificate and Supporting Information on such basis for at least sixty (60) days following the date of the immediately preceding monthfirst such -160- #94513555v35 delivery. For the avoidance of doubt, adjusted to include in following the establishment of Additional European Incremental Revolving Facility, the delivery of the European Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral Certificate shall be eligible for inclusion governed by the terms of the applicable Incremental Revolving Facility Amendment (including any amendments to this Agreement in the Borrowing Base (subject to the requirements otherwise set forth in this Agreementconnection therewith and as contemplated by Section 2.22).

Borrowing Base Certificates. Prior (a) As soon as available, but in any event within thirty (30) days after the end of each calendar month, the Loan Party Agents shall deliver to the occurrence Agent Borrowing Base Certificates covering each Borrowing Base and supporting information in connection therewith (including information regarding any retention of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive daystitle from vendors to any Singapore Borrower or UK Borrower), Borrowers shall, by provided that (i) the 12th Loan Party Agents will be required to furnish Borrowing Base Certificates and supporting information in connection therewith within three (3) Business Day Days after the end of each monthcalendar week as of the end of such calendar week during which a FCCR Test Event is continuing, (ii) within three (3) Business Days after consummation of any sale or disposition of Accounts or Inventory not in the Ordinary Course of Business resulting in net proceeds exceeding $5,000,000 (individually or in the aggregate for all such sales and dispositions since the date of the most recent Borrowing Base Certificates), the Loan Party Agents shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a an updated Borrowing Base Certificate prepared as giving effect to any such sale or disposition and (iii) the Borrowers may not reallocate the Foreign Allocated U.S. Availability component of any Foreign Borrower’s Borrowing Base if such reallocation would result in an Overadvance for such Foreign Borrower. Borrowing Base Certificates for Foreign Borrowers shall calculate an individual Borrowing Base for each Foreign Borrower on a stand alone basis, provided, that UK Borrowers that have satisfied the close of business of the previous month, and at such other times as Agent UK Combined Borrowing Base Condition may reasonably request. After the occurrence of deliver a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a combined Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and at for such other times as Agent may reasonably requestUK Borrowers. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrowers and signed certified by a Senior Officer or of the Controller of Borrower Agent or its general partnerapplicable Loan Party Agent, provided that the Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates and to impose additional reserves in its Permitted Discretion to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability ReserveReserves. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).150

Borrowing Base Certificates. Prior to On the occurrence of a Reporting Trigger Event (Closing Date and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by on or before the 12th third Business Day of each monthweek after the Closing Date, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably request. In connection with Borrowers’ delivery of Borrowing Base Certificates to Agent as provided above in this Section 7.5, (i) Borrowers shall update all Accounts activity on a weekly basis (unless Agent elects to require the delivery of Borrowing Base Certificates more frequently than weekly as provided above in this Section 7.5, in which event Borrowers shall be required to update all Accounts activity since the date of the most recent Borrowing Base Certificate delivered to Agent) and (ii) Borrowers shall update Inventory activity as follows: (a) Borrowers shall update Inventory activity of Borrowers other than the Retail Borrowers each Reporting Period; and (b)(1) during the period commencing on the Closing Date and ending on September 30, 2002, Borrowers shall use their best efforts to update Inventory activity of the Retail Borrowers on a weekly basis (and, in any event, shall update such Inventory activity each Reporting Period) and (2) from and after October 1, 2002, Borrowers shall update Inventory activity of the Retail Borrowers on a weekly basis. All calculations of Availability in connection with any Borrowing Base Certificate shall originally be made by Borrowers and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerXxxx Companies to Agent, provided that Agent may in its Permitted Discretion from time shall have the right to time review and adjust adjust, in the exercise of its reasonable credit judgment, any such calculation (ai) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in of the Dominion Account or otherwise; Collateral described therein and (bii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the amount of the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).

Borrowing Base Certificates. Prior to By the occurrence 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive daysBusiness Day), Borrowers shall, by the 12th Business Day of each month, shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting during any Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Period Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of business of Friday the last day of the immediately preceding week; provided, and at such other times however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as Agent may reasonably requestfrequently as shall be requested by Agent. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerOfficer, provided that Agent may in its Permitted Discretion from time to time review and and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to but in each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as case without duplication of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts factors taken into consideration in determining eligibility of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterpartyrelevant Accounts, Inventory, Trucks and Machinery and (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of factors taken into consideration in determining the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)Availability Reserve.

Borrowing Base Certificates. Prior Each Borrower shall deliver to the occurrence of a Reporting Trigger Event (Administrative Agent and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Co-Collateral Agent (and the Administrative Agent shall promptly deliver same to the Canadian Agent and the Lenders) on each Business Day, a Borrowing Base Certificate prepared setting forth the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables and Eligible Private Label and Corporate Accounts weekly as at the end of the close of business of the previous monthweek most recently ended, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has reporting to be updated not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day later than Wednesday of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably request. All calculations of Availability in any US Revolver Excess Availability, Canadian Revolver Excess Availability, Revolver Excess Availability, Aggregate Revolver Excess Availability, the Term Loan Borrowing Base Certificate Capacity and Loan to Value Reserve shall originally be made by the Borrowers and signed certified by a Senior Officer or the Controller (with such certification to be in such Person’s capacity as a Senior Officer of Borrower Agent or its general partner, a Loan Party and not in such Person’s individual capacity); provided that the Administrative Agent and each Co-Collateral Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any CollateralCollateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be, due to collections received in the Dominion Account Concentration Accounts or otherwiseto reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability ReserveReserves[; and (d) to address the Montrovest LC and any changes to the Montrovest LC Effective Advance Rate]. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Each Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed delivered by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral Borrowers shall be eligible for inclusion accompanied by a certificate, in the Borrowing Base (subject form and substance satisfactory to the requirements otherwise set forth in this Agreement)Administrative Agent and the Co-Collateral Agents and certified by a Senior Officer, as to the balances of each Deposit Account.

Borrowing Base Certificates. Prior The US BorrowerBorrowers and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) a each Borrowing Base Certificate and related Supporting Information prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second last Business Day of the applicable previous month commencing with the month ending June 30, 2018 (provided that if an inventory appraisal and field examination reasonably satisfactory to the Administrative Agent has not been delivered to the Administrative Agent and the Lead Borrower has not been provided a reasonable time to review, and discuss the results thereof with the Administrative Agent, by June 15, 2018, the Borrowing Base Certificate for the month ending June 30, 2018 shall be in a form consistent with the Borrowing Base Certificate delivered on the Closing Date), no later than (x) the 30th day after the last day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) of the first four months for which a Borrowing Base Certificate is delivered following the Closing Date pursuant to this Section 5.01(l) and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by the Administrative Agent) (but not more frequently than weekly, with delivery required within 4 Business Days after the end of the applicable previous week prepared as of the close of business of on Friday of the immediately preceding previous week, and at such other times as Agent may reasonably request. All calculations of Availability in any which Borrowing Base Certificate Certificates and Supporting Information shall originally be made in standard form unless otherwise reasonably agreed to by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided Administrative Agent; it being understood that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received Inventory amounts shown in the Dominion Account or Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees otherwise; ), and (b) to the extent the calculation is not made amount of Eligible Accounts shown in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated such Borrowing Base Certificate prepared as and Supporting Information will be based on the amount of the close gross Accounts set forth in the most recent weekly report, less the amount of business of ineligible Accounts reported for the month immediately preceding such Inventory Structuring Transaction Commencement Datemost recently ended month) (or, adjusted to exclude from when available, ineligible Accounts set forth in the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterpartymost recent weekly report), (ii) all Accounts in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Inventory Structuring Subsidiary which constitute or consist Specified Transaction, subject to the limitations set forth in the definitions of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds“Canadian Borrowing Base” and “US Borrowing Base”, (iii) all Inventory in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $7,500,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $7,500,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Inventory Structuring Subsidiary at any Inventory Structuring LocationDisposition, and (iv) without duplication of the foregoingBorrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), any cash or Cash Equivalents pledged provided that (x) if the Borrowers elect to secured deliver the obligations with respect Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to such Permitted Inventory Structuring Transaction. On or after continue to deliver the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as on a weekly basis for at least 45 days following the date of the close of business of first such weekly delivery, and (y) if the immediately preceding month, adjusted Borrowers elect to include in deliver the Borrowing Base any Collateral previously excluded solely as Certificates and Supporting Information on a result of being subject to such Permitted Inventory Structuring Transactionless frequent than weekly basis, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral they shall be eligible for inclusion in required to continue to deliver the Borrowing Base (subject to Certificate and Supporting Information on such basis for at least 60 days following the requirements otherwise set forth in this Agreement)date of the first such delivery.

Borrowing Base Certificates. Prior to By the occurrence 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive daysBusiness Day), Borrowers shall, by the 12th Business Day of each month, shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting during any Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Period Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of business of Friday the last day of the immediately preceding week; provided, and at such other times however, that during any period when an Event of Default exists, Borrower shall deliver a Borrowing Base as Agent may reasonably requestfrequently as shall be requested by Agent. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerOfficer, provided that Agent may in its Permitted Discretion from time to time review and and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to but in each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as case without duplication of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts factors taken into consideration in determining eligibility of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterpartyrelevant Accounts, Inventory, Trucks and Machinery and (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of factors taken into consideration in determining the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)Availability Reserve.

Borrowing Base Certificates. Prior On or prior to the occurrence 20th calendar day of each subsequent calendar month (or on a Reporting Trigger Event (and more frequent basis at the discretion of the Borrower; provided that once a more frequent basis is elected by the Borrower, it must be continued for no less than 60 calendar days after a Reporting Trigger Event has not existed for 30 consecutive daysthe date of such election), Borrowers shallbeginning with the calendar month ended February 28, by 2023 (or if such day is not a Business Day, the 12th next succeeding Business Day of each monthDay), deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared showing each of the Borrowing Base and the calculation of the Excess Availability and the Specified Excess Availability, in each case as of the close of business on the last day of the previous monthimmediately preceding calendar month (the Borrowing Base Certificate delivered as of each month end, and the “Monthly Borrowing Base Certificate”) (or, at such other times the option of the Borrower, as Agent may reasonably request. After the occurrence of a Reporting Trigger Event more recent date), each such Borrowing Base Certificate to be certified as complete and until such time as a Reporting Trigger Event has not existed for 30 consecutive dayscorrect in all material respects on behalf of the Borrower by an Authorized Officer of the Borrower; provided that during the Weekly Monitoring Period, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared showing the Borrower’s reasonable estimate (which shall be based on the most current accounts receivable aging reasonably available and shall be calculated in a consistent manner with the most recent Monthly Borrowing Base Certificate delivered pursuant to this Section) of each Borrowing Base and the calculation of the Excess Availability and Specified Excess Availability as of the close of business of Friday on the last day of the immediately preceding calendar week, and at such other times as unless the Administrative Agent may otherwise agrees in its reasonably request. All calculations discretion, shall be furnished on Wednesday of Availability in each week (or if Wednesday is not a Business Day, on the next succeeding Business Day); provided that any Borrowing Base Certificate shall originally delivered pursuant to this Section 9.1(k) other than with respect to month’s end may be made based on such estimates by Borrowers and signed by a Senior Officer or the Controller Borrower as the Borrower may deem necessary; (l) at the time of Borrower Agent or its general partner, provided that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate the delivery of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Monthly Borrowing Base Certificate prepared as provided for in Section 9.1(k)9.1(k), the Borrower shall each provide Inventory reports by category and location, together with reconciliation to the corresponding Monthly Borrowing Base Certificate, a reasonably detailed calculation of Eligible Inventory, and a reconciliation of the close of business of Credit Parties’ respective Inventory between the month immediately preceding amounts shown in each such Person’s stock ledger and any Inventory Structuring Transaction Commencement Datereports delivered pursuant to this clause (l); provided, adjusted to exclude from the that any Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations Certificate delivered other than with respect to month’s end may be based on such Permitted Inventory Structuring Transaction. On or after estimates by the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Credit Parties of Shrink and other amounts as the Borrower Agent may deliver to Agent deem necessary; (and Agent shall deliver to Lendersm) an updated at the time of the delivery of each Monthly Borrowing Base Certificate prepared as of provided for in Section 9.1(k), the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as Borrower shall provide a result of being subject to such Permitted Inventory Structuring Transaction, together current accounts receivable aging along with a certificate certifying reconciliation between the amounts that appear on such aging and the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in amount of accounts receivable presented on the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).concurrently delivered balance sheet; and

Borrowing Base Certificates. Prior The Borrowers shall deliver to the occurrence of a Reporting Trigger Event Agent (and after a Reporting Trigger Event has not existed for 30 consecutive days)a) if no Low Availability Period is in effect, Borrowers shall, by then on or before the 12th Business Day 15th day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business end of the previous month, and at such other times as Agent may reasonably request. After the occurrence of or (b) if a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive daysLow Availability Period is in effect, Borrowers shall, then on or before 10:00 p.m. on the second Business Day each Tuesday of each week for the period ending Friday of the immediately prior week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close end of business of Friday such prior week, together with such additional Borrowing Base Certificates as and when requested by the Agent in writing. Together with each such Borrowing Base Certificate, the Borrowers shall deliver: (1) a schedule of the immediately preceding weekBorrowers’ Accounts created, credits given, cash collected, and at other adjustments to Accounts since the last such other times as Agent may reasonably request. All calculations schedule; (2) an aging of Availability the Borrower’s Accounts, together with a reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger; (3) an aging of the Borrowers’ accounts payable; (4) a detailed calculation and description of Eligible Petroleum Inventory, DOE Contract Value, Eligible Cash and Eligible Investments, Eligible In-Transit Petroleum Inventory, First Purchaser Liens, and Paid but Unexpired Letters of Credit; (5) a schedule in any reasonable detail setting forth the additions and reductions in the Borrowers’ accounts receivable since delivery of the previous Borrowing Base Certificate with a reconciliation to the corresponding accounts receivable aging; and (6) Inventory reports by category, together with reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger. Upon request of the Agent, the Borrowers shall originally be made deliver: (A) inventory reports by Borrowers location; (B) copies of invoices in connection with the Borrowers’ Accounts, customer statements, credit memos, remittance advices and signed reports, deposit slips, shipping and delivery documents in connection with the Borrowers’ Accounts and for Inventory and Equipment acquired by the Borrowers, purchase orders, and invoices; (C) a Senior Officer or statement of the Controller balance of Borrower each intercompany Account, if any; (D) such other reports as to the Collateral as the Agent or its general partner, provided that Agent may in its Permitted Discretion shall reasonably request from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwisetime; and (bE) to with the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to delivery of each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured a certificate of the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver executed by an officer thereof certifying as to Agent (the accuracy and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as completeness of the close of business foregoing. If the Borrowers’ records or reports of the immediately preceding monthCollateral are prepared by an accounting service or other agent, adjusted the Borrowers hereby authorize such service or agent to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to deliver such Permitted Inventory Structuring Transactionrecords, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurredreports, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject related documents to the requirements otherwise set forth in this Agreement)Agent, for distribution to the Lenders.”

Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, Obligors shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as (i) by the fifteenth (15th) day of the close of business of the previous each calendar month, and at such other times as Agent may reasonably request. After , a Revolver Borrowing Base Certificate and a Term Loan Borrowing Base Certificate setting forth the occurrence amounts of a Accounts, Inventory, Eligible Accounts, Eligible Inventory, the Accounts Formula Amount, the Inventory Formula Amount, the status of Priority Payables, the Term Loan Push Down Reserve, the Availability Reserve, the Revolver Borrowing Base, the Term Loan Borrowing Base, the Revolver Exposure and Availability as of the most recently ended Fiscal Month, and (ii) at any time Availability falls below the Reporting Frequency Increase Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive daysAmount, Borrowers shall, on or before 10:00 p.m. on the second Business Day by Wednesday of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a an updated Revolver Borrowing Base Certificate prepared and Term Loan Borrowing Base Certificate (which updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate shall include updated calculations of the Revolver Borrowing Base, Term Loan Borrowing Base, the Term Loan Push Down Reserve, Availability and the status of Priority Payables as of the close of business of Friday end of the immediately preceding weekmost recently ended week based solely upon sales, collections and at such other times as Agent may reasonably requestLoan activity since the last day of the Fiscal Month for which a monthly Revolver Borrowing Base Certificate and a monthly Term Loan Borrowing Base shall have been prepared). All calculations of Availability in any Revolver Borrowing Base Certificate and/or Term Loan Borrowing Base Certificate shall originally be made by Borrowers Obligors and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerOfficer, provided that Agent may in its Permitted Discretion from time to time review and and, in its Permitted Discretion, adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent Agent believes that the calculation is was not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on ; or before (c) to the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to extent the Term Loan Agent (and has advised Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in calculation does not accurately reflect the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)Term Loan Push Down Reserve.

Borrowing Base Certificates. Prior The Borrowers shall deliver to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders) a quarterly Borrowing Base Certificate Certificates within 20 days of the fiscal quarter then ended prepared as of the close of business on the last Business Day of the previous monthfiscal quarter (provided that (1) during a Monthly Reporting Period, and at such other times as the Borrowers shall deliver to the Administrative Agent may reasonably request. After monthly Borrowing Base Certificates by the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day 20th day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate month prepared as of the close of business on the last Business Day of the previous month or (2) a Liquidity Event shall have occurred and be continuing, the Borrowers shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the immediately preceding previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and at (b) for the most recently ended month for which such other times as Agent may reasonably requestinformation is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrowers and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerResponsible Officer, provided that the Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. FurthermoreBy the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending June 30, Borrower shall2012), on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent Borrowers shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring CounterpartyAverage Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule O to the Collateral Questionnaire to reflect all Accounts locations of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication the end of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transactionfiscal quarter then ended. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).107

Borrowing Base Certificates. Prior to By the occurrence 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive daysBusiness Day), Borrowers shall, by the 12th Business Day of each month, shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting during any Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Period Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than the 5th day of each week, prepared as of the close of business of Friday the last day of the immediately preceding week; provided, and at such other times however, that during any period when an Event of Default exists, Borrowers shall deliver a Borrowing Base Certificate as Agent may reasonably requestfrequently as shall be requested by Agent. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partnerOfficer, provided that Agent may in its Permitted Discretion from time to time review and and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (bc) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to but in each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as case without duplication of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts factors taken into consideration in determining eligibility of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterpartyrelevant Accounts, Inventory, Trucks and Machinery and (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of factors taken into consideration in determining the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring TransactionAvailability Reserve. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)8.2.

Borrowing Base Certificates. Prior On the Closing Date and on or prior to the occurrence twentieth (20th) day of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for 30 consecutive days)each calendar month thereafter, Borrowers shall, by the 12th Business Day of each month, shall deliver to Administrative Agent (and Administrative Agent shall promptly deliver same to the Applicable Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous calendar month; provided, and at such other times as Agent may reasonably however, that if the Aggregate Availability of Borrowers is less than $50,000,000 or if an Event of Default then exists, then upon Administrative Agent’s reasonable request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shallshall deliver to Administrative Agent (and Administrative Agent shall upon request from a Lender, promptly deliver to such Lender) a Borrowing Base Certificate on or before 10:00 p.m. on the second fourth (4th) Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday in the last Business Day of the immediately preceding week, and at until such other times time as Agent may reasonably requestthe Aggregate Availability of Borrowers is equal to or exceeds $50,000,000 or such Event of Default is cured or waived. All calculations of Availability or Aggregate Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed certified by a Senior Officer or the Controller of Borrower Agent or its general partner, Responsible Officer; provided that Administrative Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Furthermore; provided, Borrower shallfurther, on or before that to the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated extent that any Borrowing Base Certificate prepared as does not accurately reflect an Availability Reserve established by Agent in its Credit Judgment, then such inaccuracy shall not result in a breach of the close Borrowers’ representations and warranties made with respect to such Borrowing Base Certificate. Each Borrowing Base Certificate shall be sent to the Appropriate Notice Office of business Administrative Agent and shall set forth the calculation of the month immediately preceding U.S. Borrowing Base in Dollars, and the Canadian Borrowing Base in Canadian Dollars and in Dollars, provided that, in expressing the Canadian Borrowing Base in Dollars on any date, the Dollar amount with reference to another currency shall be equal to the amount of Dollars that Administrative Agent reasonably determines (which determination shall be communicated to Borrower Agent and shall be conclusive and binding absent manifest error) could be purchased on such Inventory Structuring Transaction Commencement Date, adjusted to exclude from date at the applicable Exchange Rate with the other currency. In no event shall the Borrowing Base (ior the U.S. Borrowing Base or the Canadian Borrowing Base) all Accounts of such Inventory Structuring Subsidiary owed by or Aggregate Availability on any date be deemed to exceed the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of amounts shown on the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject last received by Administrative Agent prior to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement)date.

Borrowing Base Certificates. Prior The Borrowers shall deliver to the occurrence of a Reporting Trigger Event (Agent and after a Reporting Trigger Event has not existed for 30 consecutive days), Borrowers shall, by the 12th Business Day of each month, deliver to Co-Collateral Agent (and Agent shall promptly deliver same to Lenders) (i) at all times prior to the commencement of a Trigger Event Period, not later than the twelfth (12th) Business Day after the immediately preceding fiscal month end, and at such other times as Agent may reasonably request, a Borrowing Base Certificate prepared as of the close of business of the previous monthmonth or such other date so requested by the Agent and (ii) at all times (x) after the occurrence and during the continuation of an Event of Default or (y) after the occurrence and during the continuation of an Excess Availability Trigger Period, not later than the last Business Day of each week, and at such other times as Agent or any Co-Collateral Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for 30 consecutive days, Borrowers shall, on or before 10:00 p.m. on the second Business Day of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday the previous week or such other date so requested by Agent or a Co-Collateral Agent, with such weekly Borrowing Base Certificates (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in a manner consistent with the past practices of the immediately preceding weekObligors and reasonably approved by Agent. The Borrower may elect, and at pursuant to a written irrevocable notice to the Agent, to deliver Borrowing Base Certificates on a weekly basis during the fiscal months of October through January 15th of such other times as Fiscal Year, provided that notice of such election is received by the Agent may reasonably requestno later than the 15th of September of such Fiscal Year. All calculations of Tranche A Excess Availability, Tranche A-1 Excess Availability and Excess Availability in any Borrowing Base Certificate shall originally be made by Borrowers Borrower Agent and signed certified by a Senior Officer or of the Controller of Borrower Agent or its general partner(with such certification to be in such Person’s capacity as a Senior Officer of the Borrower Agent and not in such Person’s individual capacity), provided that Agent may in its Permitted Discretion from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account Accounts or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (bc) to the extent the calculation is not made in accordance with this Loan Agreement or does not accurately reflect the Availability Reserve. Furthermore, Borrower shall, on or before the Inventory Structuring Transaction Commencement Date applicable to each Permitted Inventory Structuring Transaction, deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the month immediately preceding such Inventory Structuring Transaction Commencement Date, adjusted to exclude from the Borrowing Base (i) all Accounts of such Inventory Structuring Subsidiary owed by the applicable Inventory Structuring Counterparty, (ii) all Accounts of such Inventory Structuring Subsidiary which constitute or consist of insurance proceeds of any Hydrocarbon Inventory at any Inventory Structuring Location or any proceeds of such insurance proceeds, (iii) all Inventory of such Inventory Structuring Subsidiary at any Inventory Structuring Location, and (iv) without duplication of the foregoing, any cash or Cash Equivalents pledged to secured the obligations with respect to such Permitted Inventory Structuring Transaction. On or after the Inventory Structuring Transaction Termination Date with respect to any Permitted Inventory Structuring Transaction, Borrower Agent may deliver to Agent (and Agent shall deliver to Lenders) an updated Borrowing Base Certificate prepared as of the close of business of the immediately preceding month, adjusted to include in the Borrowing Base any Collateral previously excluded solely as a result of being subject to such Permitted Inventory Structuring Transaction, together with a certificate certifying that the Inventory Structuring Transaction Termination Date with respect to such Permitted Inventory Structuring Transaction has occurred, and such Collateral shall be eligible for inclusion in the Borrowing Base (subject to the requirements otherwise set forth in this Agreement).