Common use of Borrowing Base Certificates Clause in Contracts

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

Borrowing Base Certificates. The US Borrower and By the Canadian Borrower, respectively (or 15th day of the Lead Borrower on their behalf), month following the end of each Fiscal Quarter Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with just ended Fiscal Quarter or, after an Event of Default, at such other times as Agent may request; provided, that, at any time Borrowings are outstanding, Agent may require, upon prior notice to Borrower Agent, that Borrowers shall deliver to Agent by the month ending August 31, 2017, no later than (x) the 30th day after the last 15th day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a 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 following the end of the applicable previous week prior month a Borrowing Base Certificate prepared as of the close of business on Friday for the month just ended; provided, further, that, during any Reporting Trigger Period, Borrowers shall deliver to Agent by the third Business Day of each week following the end of the previous week, which prior week a Borrowing Base Certificates Certificate prepared as of the close of business for the week just ended. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent and Supporting Information shall be certified by a Senior Officer; provided that Agent may from time to time in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that its Permitted Discretion review and adjust any such calculation (a) Inventory amounts shown to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended 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 Dominion Account or otherwise), and ; (b) the amount of Eligible Accounts shown to adjust advance rates to reflect changes in such Borrowing Base Certificate dilution, quality, mix and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthother factors affecting Collateral; and (c) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth extent the calculation is not made in accordance with this Agreement or does not accurately reflect the definitions of “Canadian Borrowing Base” and “US Borrowing Base”Availability Reserve; provided, (iii) in the event (x) further that, if Agent shall make any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) such adjustment to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral such calculation Agent shall provide Borrower Agent with a value (as reasonable determined by statement setting forth the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryadjustment.

Borrowing Base Certificates. The US By the 25th day following the end of each Fiscal Month, Borrower and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Representative shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with the month ending August 31Fiscal Month, 2017as applicable, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of at such monthother times as Agent may request; provided that, if at any time Excess Availability is less than 12.5% of the Maximum Revolver Amount and, thereafter, so long as Borrowers do not maintain an average daily Excess Availability (imeasured as of the close of business of each Business Day) during in excess of 12.5% of the continuance Maximum Revolver Amount for a period of a Cash Dominion Periodtwo (2) consecutive fiscal months, the relevant Borrower (or the Lead Borrower on their behalf) Representative shall deliver to Agent (and Agent shall promptly deliver same to Lenders) on or before the Administrative Agent third Business Day of each week during such period a 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 Certificate prepared as of the close of business on Friday of the previous last day of the immediately preceding week; provided that, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by notwithstanding the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on above, the Inventory amount (x) set forth in Formula Amount and the most recent weekly report, where possible, Eligible Inventory 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) the amount Eligible Account criteria of Eligible Accounts shown in such each Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which delivered hereunder shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall only be required to continue to deliver be updated in connection with the Borrowing Base Certificate on a weekly basis delivered for at least 45 days following the date last week of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the any Fiscal Month. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Representative and Supporting Information on certified by a Responsible Officer of Borrower Representative, provided that Agent may from time to time review and adjust any such basis for at least 60 days following calculation (a) to reflect its reasonable estimate of declines in value of any Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the date of extent the first such deliverycalculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

Borrowing Base Certificates. The US Borrower and (a) By the Canadian Borrower, respectively tenth (or 10th) Business Day of each month for the Lead Borrower on their behalf), shall deliver to the Administrative Agent immediately preceding month (and the Administrative Agent shall promptly deliver the same to the Lenders) each Borrowing Base Certificate and related Supporting Information prepared dated as of the close of business on the last Business Day of such month), a Borrowing Base Certificate executed by the applicable previous month commencing with Chief Financial Officer; provided that (i) Loan Party Agent may deliver a Borrowing Base Certificate more frequently if it chooses, (ii) notwithstanding the month ending August 31foregoing, 2017, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 occurrence and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Cash Dominion PeriodDefault or Event of Default, the relevant Borrower (or the Lead Borrower on their behalf) shall Agent may require Loan Party Agent to 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 on Friday of the previous week, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended 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) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, upon its request and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information Availability shall at any time be less than $10,000,000 for three (3) consecutive Business Days or $7,500,000 on a less frequent than weekly basisany Business Day, they Loan Party Agent shall be required to continue to deliver Borrowing Base Certificates on a weekly basis (by no later than Tuesday of each week for the immediately preceding week) until such time as no such condition shall have existed for 60 consecutive days), which, if requested by Agent, shall be accompanied by copies of Borrowers’ sales journals, cash receipts journals and credit memo journals for the relevant period and shall contain such additional information concerning Accounts as may be reasonably requested by Agent including, without limitation, copies of all invoices prepared in connection with such Accounts. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and Supporting Information on certified by a Senior Officer, provided that Agent may from time to time review and adjust any such basis for at least 60 days following calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the date Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Each Borrowing Base Certificate shall reflect the actual, aggregate Account balance as of the first such deliverydate.

Borrowing Base Certificates. The US Borrower and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Obligors shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) (i) by the fifteenth (15th) day of each calendar month, and at such other times as Agent may request, a Borrowing Base Certificate setting forth the amounts of Accounts, Inventory, Eligible Accounts, Eligible Inventory, the Accounts Formula Amount, the Inventory Formula Amount, the status of Priority Payables, the Availability Reserve, the Revolver Borrowing Base, the FILO Borrowing Base, the Revolver Exposure, the FILO Exposure and related Supporting Information prepared Availability as of the close most recently ended Fiscal Month, and (ii) at any time Availability falls below the Reporting Frequency Increase Trigger Amount, by Wednesday of business on the last Business Day each week, an updated Borrowing Base Certificate (which updated Borrowing Base Certificate shall include updated calculations of the applicable previous month commencing with Revolver Borrowing Base, FILO Borrowing Base, Availability and the month ending August 31status of Priority Payables as of the end of the most recently ended week based solely upon sales, 2017, no later than (x) the 30th day after collections and Loan activity since the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of Fiscal Month for which a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent monthly 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 Certificate shall have been prepared). All calculations of the applicable previous week prepared as of the close of business on Friday of the previous week, which Availability in any Borrowing Base Certificates Certificate shall originally be made by Obligors and Supporting Information shall be certified by a Senior Officer, provided that Agent may from time to time review and, in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that its Permitted Discretion, adjust any such calculation (a) Inventory amounts shown to reflect its estimate of declines in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly reportvalue of any Collateral, where possible, and (y) for the most recently ended month for which such information is available with regard due to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees collections received or otherwise), and ; or (b) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth extent Agent believes that the calculation was not made in accordance with this Agreement or does not accurately reflect the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryAvailability Reserve.

Borrowing Base Certificates. The US Borrower and As soon as available but in any event within twenty (20) days after the Canadian Borrower, respectively end of each calendar month (or such longer period as the Lead Borrower on their behalfAgent may agree in its Permitted Discretion), the Loan Party Agents shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with the month ending August 31, 2017, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent Borrowing Base Certificates covering each Borrowing Base and Supporting Information more frequently supporting information in connection therewith (as reasonably determined by including information regarding any retention of title from vendors to any Dutch Borrower), provided that (a) the Administrative AgentLoan Party Agents will be required to furnish Borrowing Base Certificates for each calendar week and supporting information in connection therewith within two (2) (but not more frequently than weekly, with delivery required within 4 Business Days after the end of the applicable previous each such calendar week prepared as of the close of business on Friday of the previous week, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended 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)after an Increased Reporting Trigger, and (b) the amount within five (5) Business Days after consummation of Eligible any sale or disposition of Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount or Inventory that are a part of the gross Accounts set forth Collateral not in the most recent weekly report, less the amount Ordinary Course of ineligible Accounts reported for the most recently ended month) Business resulting in net proceeds exceeding $5,000,000 (or, when available, ineligible Accounts set forth individually or in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates aggregate for all such sales and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following dispositions since the date of the first most recent Borrowing Base Certificates), the Loan Party Agents shall deliver an updated Borrowing Base Certificate giving effect to any such weekly deliverysale or disposition. Borrowing Base Certificates for Foreign Borrowers shall calculate an individual Borrowing Base for each Foreign Borrower on a stand-alone basis. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrowers and certified by a Senior Officer of the applicable Loan Party Agent, provided that the Agent may from time to time review and adjust any such calculation (x) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (y) if 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 (z) to the Borrowers elect to deliver extent the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver calculation is not made in accordance with this Agreement or does not accurately reflect the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryReserves.

Borrowing Base Certificates. The US Borrower and By the Canadian Borrower20th day of each month, respectively (or the Lead Borrower on their behalf), Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with the month ending August 31month, 2017and during any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate on a weekly basis, and in no event later than (x) the 30th day after the last 5th day of each month ending August 31week, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a 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 on Friday the last day of the previous preceding week; provided, which however, that during any period when an Event of Default exists, Borrower shall deliver a Borrowing Base Certificates and Supporting Information as frequently as shall be requested by Agent. All calculations of Availability in standard form unless otherwise reasonably agreed any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by the Administrative Agent; it being understood that this Section), adjust any such calculation (a) Inventory amounts shown to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended 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 Dominion Account or otherwise), and ; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the amount extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, but in each case without duplication of Eligible Accounts shown (i) factors taken into consideration in such Borrowing Base Certificate and Supporting Information will be based on the amount determining eligibility of the gross Accounts set forth in the most recent weekly reportrelevant Accounts, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), Inventory and Trucks and (ii) factors taken into consideration in determining the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryAvailability Reserve.

Borrowing Base Certificates. The US Borrower and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared each month, on the 15th day of such month, in which the Borrowing Base shall be calculated as of the close of business on the last Business Day of the applicable previous month commencing with the month ending August 31, 2017, no later than (x) the 30th day after the last day of the immediately preceding month (each month ending August 31a "Monthly Borrowing Base Certificate"); provided, 2017however, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, that (i) during if on any date Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $12,500,000, then Agent may also require Borrowers to deliver (a) Borrowing Base Certificate on or before the continuance third Domestic Business Day of each week, in which the Borrowing Base shall be calculated as of the last day of the immediately preceding week (each a Cash Dominion Period, the relevant Borrower "Weekly Borrowing Base Certificate"); and (ii) if on any date Availability is less than $8,000,000 or the Lead Borrower aggregate amount of outstanding Revolver Loans exceeds the Formula Amount as shown on their behalf) shall the last Borrowing Base Certificate or as otherwise calculated by Agent, then, without limiting any other right or remedy of Agent or Lenders hereunder as a consequence of any such Out-of-Formula Condition, Agent may also require Borrowers to deliver to the Administrative Agent a Borrowing Base Certificate on each Domestic Business Day (each a "Daily Borrowing Base Certificate"); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by the Administrative Agent) (but not more frequently than weeklyonce a month, with delivery required within 4 Business Days after the end calculations shown in each Daily Borrowing Base Certificate or Weekly Borrowing Base Certificate, as applicable, need show only changes in the Accounts and the components of the applicable previous week prepared as Accounts (for the avoidance of doubt the close other components of business on Friday of the previous week, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates shall be adjusted at the time of and Supporting Information delivered reflected on a weekly basis will each subsequent Monthly Borrowing Base Certificate). All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be based on made by Borrowers and certified to Agent, provided that Agent shall have the Inventory amount (x) set forth right to review and adjust, in the most recent weekly reportexercise of its credit judgment, where possibleany such calculation (i) to reflect its reasonable estimate of any decline in value of Collateral described therein, (ii) to the extent that such calculation is not made by Borrowers in accordance with this Agreement, and (yiii) for to the most recently ended month for which extent that 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) calculation does not accurately reflect the amount of Eligible Accounts the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown in on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate and Supporting Information will may be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective adjusted by Agent as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryherein authorized.

Borrowing Base Certificates. The US Borrower and For so long as the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Excess Availability Conditions are satisfied Borrowers shall deliver to the Administrative Collateral Agent (and the Administrative Collateral Agent shall shall, on request from a Lender, promptly deliver the same to the Lenderssuch Lender) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on 18th day and the last Business Day of each month, in each case for the applicable previous month commencing with the month semi-monthly period ending August 31, 2017, no later not more than two (x2) the 30th day Business Days earlier. At any date after the last day of each month ending August 31Excess Availability Conditions are not satisfied (and thereafter until the Reinstatement Conditions are satisfied), 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) Borrowers shall deliver to the Administrative Collateral Agent (and the Collateral Agent shall, on request from a Lender, promptly deliver to such Lender) a Borrowing Base Certificates and Supporting Information more frequently Certificate weekly as of each Wednesday (as reasonably determined by or the Administrative Agentnext Business Day) (but not more frequently than weekly, with delivery required within 4 Business Days after the end in respect of the applicable previous week prepared as of the close of business on Friday of the previous prior week, which Borrowing Base Certificates and Supporting Information 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 in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered updated on a weekly basis will be based on the Inventory amount (x) set forth basis). All calculations of Availability in the most recent weekly report, where possible, and (y) for the most recently ended month for which such information is available connection with regard to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees otherwise), and (b) the amount of Eligible Accounts shown in such any Borrowing Base Certificate shall originally be made by the Borrowers and Supporting Information will be based on certified by a Responsible Officer to the Agents, provided that the Agents shall have the right to review and adjust, in the exercise of their credit judgment, any such calculation (i) to reflect their reasonable estimate of declines in value of any of the Collateral described therein and (ii) to the extent that such calculation is not in accordance with this Agreement or does not accurately reflect the amount of the gross Accounts set forth in the most recent weekly reportAvailability Reserve. No less frequently than bi-weekly, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates shall indicate, without limitation, the Account Debtors of a Borrower who are also creditors of Mapco and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as the availability on any applicable date of Mapco under its working capital credit facility for purposes of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date Agents’ determination of the first such weekly delivery, applicability and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date extent of the first such deliveryMapco Reserve.

Borrowing Base Certificates. The US Borrower and (a) By the Canadian Borrower15th day of each month, respectively (or the Lead Borrower on their behalf), Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a 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 request; provided, however, that if (and after) Availability is $12,500,000 or less at any time, Borrowers shall during such period deliver to Agent Borrowing Base Certificates on a weekly basis on or before the third Business Day of each week for the last Business Day of the applicable previous month commencing with preceding week; provided, further, however, that if Average Availability thereafter exceeds $12,500,000 for 90 consecutive days, Borrowers' obligation to deliver Borrowing Base Certificates to Agent shall revert to monthly reporting as provided above (subject, again, to reinstatement of weekly reporting as stated in the month ending August 31proviso above) (any such period being referred to as a "Weekly Reporting Period"). All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, 2017, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 provided that Agent may from time to time review and November 30, 2017 and (y) thereafter, the 20th day of adjust any such month; provided that, calculation (i) during to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the continuance of a Cash Dominion PeriodAccount or otherwise; (ii) to adjust advance rates to reflect changes in dilution, the relevant Borrower quality, mix and other factors affecting Collateral; and (or the Lead Borrower on their behalfiii) shall deliver to the Administrative Agent Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by extent the Administrative Agent) (but calculation is not more frequently than weekly, made in accordance with delivery required within 4 Business Days after this Agreement or does not accurately reflect the end of the applicable previous week prepared as of the close of business on Friday of the previous week, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed Availability Reserve. Prior to by the Administrative Agent; it being understood that (a) Inventory amounts shown inclusion in the Borrowing Base Certificates and Supporting Information delivered on of any assets acquired pursuant to a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly reportPermitted Acquisition, 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) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which assets shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth a field examination undertaken in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral accordance with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliverythis Agreement.

Borrowing Base Certificates. The US Borrower As soon as available but in any event on or prior to the 20th day of each calendar month (or more frequently as required under this Section 5.01(c), Section 5.02(c), Section 5.13 and the Canadian Borrower, respectively (or second proviso at the Lead Borrower on their behalfend of Section 6.05 and at other time expressly required by the terms hereof), shall deliver to the Administrative Agent (and the Administrative Agent which shall promptly deliver provide copies of the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared Certificate, which calculates the Borrowing Base, as of the close of business on the last Business Day day of the applicable previous immediately preceding calendar month commencing (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of Borrower, a subsequent date), together with such supporting information in connection therewith as the month ending August 31Administrative Agent may reasonably request, 2017which may include, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided thatwithout limitation, (i) during Parts Inventory reports by category and location, together with a reconciliation to the continuance corresponding Borrowing Base Certificate, (ii) a reasonably detailed calculation of Eligible Parts Inventory, (iii) a Cash Dominion Periodreconciliation of Borrower's Inventory between the amounts shown in Borrower's ledger balance and any Parts Inventory reports delivered pursuant to clause (i) above and (iv) if a Receivables Trigger Event shall have occurred and be continuing, a reasonably detailed aging of Borrower's Accounts that are subject to an applicable Master Intercompany Agreement; provided that if Excess Availability is less than the relevant greater of $15,000,000 and 10% of the Commitments at any time, and in such case continuing until such time as Excess Availability is greater than or equal to $15,000,000 and 10% of the Commitments for a period of 30 consecutive days, as certified by Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent Agent, Borrower shall deliver a Borrowing Base Certificates Certificate and Supporting Information more frequently such supporting information on Wednesday of each week (as reasonably determined by or if Wednesday is not a Business Day, on the Administrative Agent) (but not more frequently than weeklynext succeeding Business Day), with delivery required within 4 Business Days after the end of the applicable previous week prepared as of the close of business on Friday the immediately preceding Saturday, together with such other information in respect of the previous weekCollateral as the Administrative Agent shall reasonably request; and provided, which further, that Borrowing Base Certificates and Supporting Information shall will only be in standard form unless otherwise reasonably agreed required to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information be delivered on a weekly basis will to the extent the information required to prepare such certificate is reasonably available in light of Borrower's then current reporting systems and shall be prepared based on the Inventory amount a methodology (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) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject including estimates to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority extent such Collateral with a value (as reasonable cannot be precisely determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, after Borrower use commercially reasonable efforts to do so) mutually agreed by Borrower and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryAdministrative Agent.

Borrowing Base Certificates. The US Borrower and By the Canadian Borrower, respectively (or 15th day of the Lead Borrower on their behalf), month following the end of each Fiscal Quarter Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with just ended Fiscal Quarter or, after an Event of Default, at such other times as Agent may request; provided, that at any time Borrowings are outstanding, Agent may require, upon prior notice to Borrower Agent, that Borrowers shall deliver to Agent by the month ending August 31, 2017, no later than (x) the 30th day after the last 15th day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a 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 following the end of the applicable previous week prior month a Borrowing Base Certificate prepared as of the close of business on Friday for the month just ended; provided, further, that, during any Reporting Trigger Period, Borrowers shall deliver to Agent by the third Business Day of each week following the end of the previous week, which prior week a Borrowing Base Certificates Certificate prepared as of the close of business for the week just ended. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent and Supporting Information shall be certified by a Senior Officer; provided that Agent may from time to time in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that its Permitted Discretion review and adjust any such calculation (a) Inventory amounts shown to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended 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 Dominion Account or otherwise), and ; (b) the amount of Eligible Accounts shown to adjust advance rates to reflect changes in such Borrowing Base Certificate quality, mix and Supporting Information will be based on the amount other factors (but excluding Dilution, Shrink or other components of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthAvailability Reserve) affecting Collateral; and (or, when available, ineligible Accounts set forth in the most recent weekly report), (iic) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth extent the calculation is not made in accordance with this Agreement or does not accurately reflect the definitions of “Canadian Borrowing Base” and “US Borrowing Base”Availability Reserve; provided, (iii) in the event (x) further that, if Agent shall make any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) such adjustment to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral such calculation Agent shall provide Borrower Agent with a value (as reasonable determined by statement setting forth the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryadjustment.

Borrowing Base Certificates. The US Borrower and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Borrowers shall deliver to the Administrative Agent and each Co-Collateral Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each (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 and related Supporting Information prepared as of the close of business on of the previous month or such other date so requested by the Agent and (ii) at all times (x) after the commencement and during the continuation of a Trigger Event Period or (y) during the periods from and including the fiscal month of October of any fiscal year through and including the Friday of the second fiscal week of January of such fiscal year, not later than the last Business Day of the applicable previous month commencing with the month ending August 31each week, 2017and at such other times as Agent or any Co-Collateral Agent may request, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a 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 Certificate prepared as of the close of business on Friday of the previous weekweek or such other date so requested by Agent or a Co-Collateral Agent, which with such weekly Borrowing Base Certificates (other than those coinciding with a month end) updated for purchases and Supporting Information shall be sales of Inventory from the prior week in standard form unless otherwise a manner consistent with the past practices of the Obligors and reasonably agreed to approved by the Administrative Agent; it being understood that (a) Inventory amounts shown . All calculations of Tranche A Excess Availability, Tranche A-1 Excess Availability and Excess Availability in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended 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) the amount of Eligible Accounts shown in such any Borrowing Base Certificate shall originally be made by Borrowers and Supporting Information will certified by a Senior Officer (with such certification to be based on the amount in such Person’s capacity as a Senior Officer of the gross Accounts set forth an Obligor and not in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weeklyPerson’s individual capacity), provided that Agent may from time to time review and adjust any such calculation (xa) if to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Borrowers elect Dominion Accounts or otherwise; (b) to deliver the Borrowing Base Certificates adjust advance rates to reflect changes in dilution, quality, mix and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, other factors affecting Collateral; and (yc) if to the Borrowers elect to deliver extent the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver calculation is not made in accordance with this Loan Agreement or does not accurately reflect the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following Availability Reserve or the date of the first such deliveryLC Reserve.

Borrowing Base Certificates. The US Borrower and By the Canadian Borrower15th day of the month following the end of each calendar month, respectively (or the Lead Borrower on their behalf), Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on of the last just ended calendar month or, after an Event of Default, at such other times as Agent may request; provided, that during any Trigger Period (Reporting), Borrowers shall deliver to Agent by the third (3rd) Business Day of the applicable previous month commencing with the month ending August 31, 2017, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a 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 week following the end of the applicable previous prior week a Borrowing Base Certificate prepared as of the close of business on Friday for the week just ended. All calculations of the previous week, which Availability in any Borrowing Base Certificates Certificate shall originally be made by Borrower Agent and Supporting Information shall be certified by a Senior Officer; provided that Agent may from time to time in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that its Permitted Discretion review and adjust any such calculation (a) Inventory amounts shown to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended 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 Dominion Account or otherwise), and ; (b) to adjust advance rates to reflect changes in quality, mix and other factors affecting Collateral; and (c) to the amount extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve; provided, further that, if Agent shall make any such adjustment to any such calculation Agent shall provide Borrower Agent with a statement setting forth the basis for such adjustment. Concurrently with any transaction that is outside of Eligible Accounts shown the Ordinary Course of Business and would cause 5% or more of the assets reflected in such the then-current Borrowing Base to become ineligible, the Borrower Agent shall deliver to Agent a new Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such delivery.transaction. 8.2

Borrowing Base Certificates. The US Borrower and (a) By the Canadian Borrower20th day of each month, respectively (or the Lead Borrower on their behalf), Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on of the last previous month, with such weekly updates as the Administrative Agent may request; provided that if at any time Availability is less than $15,000,000, Borrower Agent shall, by the fourth Business Day of the applicable previous month commencing with the month ending August 31each week, 2017, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to Lenders) a 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 Certificate prepared as of the close of business on Friday of the previous week, which week and shall continue to so deliver weekly Borrowing Base Certificates until such time that daily Availability shall have been greater than or equal to $15,000,000 for 45 consecutive calendar days, in which case Borrower Agent shall deliver monthly Borrowing Base Certificates consistent with the timing and Supporting Information manner of delivery for monthly Borrowing Base Certificates contemplated by this Section 8.01(a) (but only for so long as Availability is not, at any time after such 45 consecutive calendar days, less than $15,000,000); provided, further, that in no event shall ineligibles be required to be delivered more frequently than on a monthly basis. All calculations of Availability in standard form unless otherwise reasonably agreed any Borrowing Base Certificate shall originally be made by Borrower Agent and certified by a Responsible Officer of Borrower Agent, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in 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 (a determination to be made by the Administrative AgentAgent in its reasonable discretion); it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (yc) 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) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth extent the calculation is not made in accordance with this Agreement or does not accurately reflect the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryAvailability Reserve.

Borrowing Base Certificates. The US Borrower By the 15th day of each month and the Canadian Borrowerat such other times as Agent may request, respectively (or the Lead Borrower on their behalf), Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with the month ending August 31, 2017, no later than or calendar week (x) the 30th day after the last day as applicable). By Tuesday of each month ending August 31calendar week, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) Borrowers shall also deliver to the Administrative Agent (and Agent shall promptly deliver same to Lenders) a 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 Certificate prepared as of the close of business on Friday of the previous calendar week, which provided, however that such weekly Borrowing Base Certificates and Supporting Information Certificate shall not be in standard form unless otherwise reasonably agreed to by required when all of the Administrative Agent; it being understood that following conditions are true: (a) Inventory amounts shown in the Borrowing Base Certificates sum of (i) Availability, (ii) Borrowers’ cash on deposit with Agent and Supporting Information delivered on a weekly basis will be based on pledged to Agent for the Inventory amount (x) set forth in the most recent weekly report, where possible, benefit of Lenders and (yiii) for the most recently ended month for which Borrowers’ Cash Equivalents subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to Agent, was equal to or greater than $20,000,000 at all times during such information is available with regard to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees otherwise), prior calendar week and (b) the amount no Default or Event of Eligible Accounts shown Default then exists or existed at any time during such prior calendar week. All calculations of Availability in such any Borrowing Base Certificate shall originally be made by Borrowers and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates certified by a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly)Senior Officer, provided that Agent may from time to time review and adjust any such calculation (xa) if to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Borrowers elect Dominion Account or otherwise; (b) to deliver the Borrowing Base Certificates adjust advance rates to reflect changes in dilution, quality, mix and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, other factors affecting Collateral; and (yc) if to the Borrowers elect to deliver extent the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver calculation is not made in accordance with this Agreement or does not accurately reflect the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryAvailability Reserve.

Borrowing Base Certificates. The US Borrower As soon as available but in any event on or prior to the 20th day of each calendar month (or more frequently as required under this Section 5.01(c), Section 5.02(c), Section 5.13 and the Canadian Borrower, respectively (or second proviso at the Lead Borrower on their behalfend of Section 6.05 and at other time expressly required by the terms hereof), shall deliver to the Administrative Agent (and the Administrative Agent which shall promptly deliver provide copies of the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared Certificate, which calculates the Borrowing Base, as of the close of business on the last Business Day day of the applicable previous immediately preceding fiscal month commencing (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Administrative Borrower, a subsequent date), together with such supporting information in connection therewith as the month ending August 31Administrative Agent may reasonably request, 2017which may include, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided thatwithout limitation, (i) during Inventory reports by category and location, together with a reconciliation to the continuance corresponding Borrowing Base Certificate, (ii) a reasonably detailed calculation of Eligible Inventory, (iii) a Cash Dominion Periodreconciliation of the Borrowers’ Inventory between the amounts shown in the Borrowers’ ledger balance and any Inventory reports delivered pursuant to clause (i) above ABL CREDIT AGREEMENT and (iv) if a Receivables Trigger Event shall have occurred and be continuing, a reasonably detailed aging of the relevant Borrower (Borrowers’ Accounts that are subject to an applicable Master Intercompany Agreement; provided that if Excess Availability is less than the greater of $30,000,000 and 7.5% of the Commitments at any time, and in such case continuing until such time as Excess Availability is greater than or equal to $30,000,000 and 7.5% of the Lead Borrower on their behalf) shall deliver Commitments for a period of 30 consecutive days, as certified by the Borrowers to the Administrative Agent Agent, the Borrowers shall deliver a Borrowing Base Certificates Certificate and Supporting Information more frequently such supporting information on Wednesday of each week (as reasonably determined by or if Wednesday is not a Business Day, on the Administrative Agent) (but not more frequently than weeklynext succeeding Business Day), with delivery required within 4 Business Days after the end of the applicable previous week prepared as of the close of business on Friday the immediately preceding Saturday, together with such other information in respect of the previous weekCollateral as the Administrative Agent shall reasonably request; and provided, which further, that Borrowing Base Certificates and Supporting Information shall will only be in standard form unless otherwise reasonably agreed required to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information be delivered on a weekly basis will to the extent the information required to prepare such certificate is reasonably available in light of the Borrowers’ then current reporting systems and shall be prepared based on the Inventory amount a methodology (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) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject including estimates to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority extent such Collateral with a value (as reasonable cannot be precisely determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if after the Borrowers elect use commercially reasonable efforts to deliver do so) mutually agreed by the Borrowing Base Certificates Administrative Borrower and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryAdministrative Agent.

Borrowing Base Certificates. The US Borrower and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared each month, on the 15th day of such month, in which the Borrowing Base shall be calculated as of the close of business on the last Business Day of the applicable previous month commencing with the month ending August 31, 2017, no later than (x) the 30th day after the last day of the immediately preceding month (each month ending August 31a “Monthly Borrowing Base Certificate”); provided, 2017however, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, that (i) during if on any date Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $30,000,000, then Agent may also require Borrowers to deliver a Borrowing Base Certificate on or before the continuance third Domestic Business Day of each week, in which the Borrowing Base shall be calculated as of the last day of the immediately preceding week (each a Cash Dominion Period, the relevant Borrower “Weekly Borrowing Base Certificate”); and (ii) if on any date Availability is less than $8,000,000 or the Lead Borrower aggregate amount of outstanding Revolver Loans exceeds the Formula Amount as shown on their behalf) shall the last Borrowing Base Certificate or as otherwise calculated by Agent, then, without limiting any other right or remedy of Agent or Lenders hereunder as a consequence of any such Out-of-Formula Condition, Agent may also require Borrowers to deliver to the Administrative Agent a Borrowing Base Certificate on each Domestic Business Day (each a “Daily Borrowing Base Certificate”); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by the Administrative Agent) (but not more frequently than weeklyonce a month, with delivery required within 4 Business Days after the end calculations shown in each Daily Borrowing Base Certificate or Weekly Borrowing Base Certificate, as applicable, need show only changes in the Accounts and the components of the applicable previous week prepared as Accounts (for the avoidance of doubt the close other components of business on Friday of the previous week, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates shall be adjusted at the time of and Supporting Information delivered reflected on a weekly basis will each subsequent Monthly Borrowing Base Certificate). All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be based on made by Borrowers and certified to Agent, provided that Agent shall have the Inventory amount (x) set forth right to review and adjust, in the most recent weekly reportexercise of its credit judgment, where possibleany such calculation (A) to reflect its reasonable estimate of any decline in value of Collateral described therein, (B) to the extent that such calculation is not made by Borrowers in accordance with this Agreement, and (yC) for to the most recently ended month for which extent that 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) calculation does not accurately reflect the amount of Eligible Accounts the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown in on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate and Supporting Information will may be based on adjusted by Agent as herein authorized. With the amount delivery of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant each Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified TransactionCertificate, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at to Agent a report of Inventory Reliance covered by the time period of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates Certificate, in form 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 Borrowers elect substance satisfactory to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryAgent.

Borrowing Base Certificates. The US Borrower and For so long as the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Excess Availability Conditions are satisfied Borrowers shall deliver to the Administrative Collateral Agent (and the Administrative Collateral Agent shall shall, on request from a Lender, promptly deliver the same to the Lenderssuch Lender) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on 18th day and the last Business Day of each month, in each case for the applicable previous month commencing with the month semi-monthly period ending August 31, 2017, no later not more than two (x2) the 30th day Business Days earlier. At any date after the last day of each month ending August 31Excess Availability Conditions are not satisfied (and thereafter until the Reinstatement Conditions are satisfied), 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) Borrowers shall deliver to the Administrative Collateral Agent (and the Collateral Agent shall, on request from a Lender, promptly deliver to such Lender) a Borrowing Base Certificates and Supporting Information more frequently Certificate weekly as of each Wednesday (as reasonably determined by or the Administrative Agentnext Business Day) (but not more frequently than weekly, with delivery required within 4 Business Days after the end in respect of the applicable previous week prepared as of the close of business on Friday of the previous prior week, which Borrowing Base Certificates and Supporting Information 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 in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered updated on a weekly basis will be based on the Inventory amount (x) set forth basis). All calculations of Availability in the most recent weekly report, where possible, and (y) for the most recently ended month for which such information is available connection with regard to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees otherwise), and (b) the amount of Eligible Accounts shown in such any Borrowing Base Certificate shall originally be made by the Borrowers and Supporting Information will be based on certified by a Responsible Officer to the Agents, provided that the Agents shall have the right to review and adjust, in the exercise of their credit judgment, any such calculation (i) to reflect their reasonable estimate of declines in value of any of the Collateral described therein and (ii) to the extent that such calculation is not in accordance with this Agreement or does not accurately reflect the amount of the gross Accounts set forth in the most recent weekly reportAvailability Reserve. No less frequently than bi-weekly, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates shall indicate, without limitation, the Account Debtors of a Borrower who are also creditors of Mapco and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as the availability on any applicable date of Mapco under its working capital credit facility for purposes of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date Agents' determination of the first such weekly delivery, applicability and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date extent of the first such deliveryMapco Reserve.

Borrowing Base Certificates. The US Borrower and Unless otherwise agreed to by Lender in writing, on the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Closing Date Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each Lender a Borrowing Base Certificate prepared as of the close of business on September 30, 2003. In addition, Borrowers shall deliver to Lender a Borrowing Base Certificate (a) with respect to any Reporting Month, (i) on or before the fifteenth day of the following month if Availability during the applicable Reporting Month is equal to or greater than $5,000,000, or (ii) at such times and related Supporting Information with such frequency and including such additional information, as Lender may request, if Availability during the applicable Reporting Month is less than $5,000,000, and (b) if a Default or Event of Default has occurred, at such times and with such frequency and including such additional information, as Lender may request. Such Borrowing Base Certificates shall be prepared as of the close of business on the last Business Day day of the applicable previous month commencing Reporting Month or as otherwise indicated by Lender and shall be in the form attached hereto as EXHIBIT H. All calculations of Availability in connection with the month ending August 31preparation of any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer of Borrowers' Agent to Lender, 2017provided, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, Lender shall have the right to review and adjust, in the exercise of its reasonable credit judgment, any such calculation (i) during to reflect its reasonable estimates of declines in value of any of the continuance of a Cash Dominion Period, the relevant Borrower Collateral described therein and (or the Lead Borrower on their behalfii) shall deliver to the Administrative Agent Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by extent that such calculation is not in accordance with this Agreement or does not accurately reflect the Administrative Agent) (but not more frequently than weekly, with delivery required within 4 Business Days after the end amount of the applicable previous week prepared as Availability Reserve. In no event shall the amount of the close of business on Friday of the previous week, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended month for which such information is available with regard deemed to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees otherwise), and (b) exceed the amount of Eligible Accounts the Borrowing Base shown in on the Borrowing Base Certificate last received by Lender prior to such date, as such Borrowing Base Certificate and Supporting Information will may be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective adjusted as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryherein authorized.

Borrowing Base Certificates. The US Borrower and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Agent shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information (a)i) if the aggregate Outstanding Amount of all Revolving Loans equals zero, within 20 days of the end of each fiscal quarter, prepared as of the close of business on the last Business Day as of the applicable previous month commencing with the month ending August 31, 2017, no later than (x) the 30th day after the last day of each month ending August 31such fiscal quarter, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (yii) thereafter, in the 20th day case of any requested Borrowing when the aggregate Outstanding Amount of all Revolving Loans (including the proposed principal amount of such month; provided thatrequested Borrowing) is equal to or less than $22,500,000, quarterly in accordance with the foregoing clause (i) during as well as an updated Borrowing Base Certificate with respect to such Borrowing to be delivered by the continuance of a Cash Dominion Period, the relevant Borrower (or the Lead Borrower on their behalf) shall deliver Agent to the Administrative Agent Borrowing Base Certificates and Supporting Information no more frequently than five days after each such requested Borrowing, (as reasonably determined by iii) if the Administrative Agentaggregate Outstanding Amount of all Revolving Loans exceeds (or after giving effect to any requested Borrowing, would exceed) (but not more frequently than weekly$22,500,000, with delivery required within 4 Business Days after 20 days of the end of the applicable previous week each Fiscal Month, prepared as of the close of business on Friday as of the previous Fiscal Month, (biv) during a Reporting Trigger Period, by 5 p.m. (New York City time) by the third Business Day of each week, which Borrowing Base Certificates as of the prior week end, and Supporting Information shall be in standard form unless otherwise reasonably agreed to (cv) at any time an Event of Default exists, as frequently as requested by the Administrative Agent; it being understood that (a) Inventory amounts shown in provided that, the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended month for which Borrower Agent shall have three Business Days to deliver any such information is available with regard to locations where it is impracticable to report Inventory more frequently (unless the Administrative Agent agrees otherwise), and (b) the amount of Eligible Accounts shown in such requested Borrowing Base Certificate and Supporting Information will be based on the amount requested in accordance with clause (v). All calculations of the gross Accounts set forth Availability in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates shall originally be made by Borrower Agent and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates certified by a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly)Responsible Officer, provided that the Administrative Agent, in its Credit Judgment, may from time to time review and adjust any such calculation (xax) if to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Borrowers elect main Dominion Account or otherwise; (by) to deliver the Borrowing Base Certificates adjust advance rates to reflect changes in dilution, quality, mix and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, other factors affecting Collateral; and (ycz) if to the Borrowers elect to deliver extent the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliverycalculation is not made in accordance with this Agreement or does not accurately reflect any Reserve.

Borrowing Base Certificates. The US Borrower (i) Promptly but no later than 15 Business Days after the end of each month and (ii) during any period (a) commencing on the Canadian Borrowerdate on which (x) Excess Availability is less than 12.5% of the Total Revolving Commitments or (y) an Event of Default shall have occurred and be continuing (each, respectively an “Accelerated Reporting Period”) and (b) ending on the first date thereafter on which (x) in the case of an Accelerated Reporting Period commencing as a result of clause (ii)(a)(y) above, no Event of Default exists and (y) in the case of an Accelerated Reporting Period commencing as a result of clause (ii)(a)(x) above, Excess Availability for 30 consecutive days has been equal to or in excess of 12.5% of the Lead Borrower on their behalf)Total Revolving Commitments, shall deliver to within four Business Days after the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) end of each week, a Borrowing Base Certificate and related Supporting Information prepared (which shall be calculated as of the close of business on the last Business Day of the applicable previous immediately preceding month commencing with (in the month ending August 31, 2017, no later than (x) the 30th day after the last day case of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a 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 delivered pursuant to preceding clause (as reasonably determined by i)) or week (in the Administrative Agent) case of Borrowing Base Certificates delivered pursuant to preceding clause (but not more frequently than weekly, with delivery required ii)); provided that a revised Borrowing Base Certificate based on the Borrowing Base Certificate most recently delivered shall be delivered within 4 five Business Days after the end consummation of the applicable previous week prepared as a sale or other disposition of the close of business on Friday of the previous weekan ABL Priority Collateral Vessel or a Casualty Event affecting any an ABL Priority Collateral Vessel, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended 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) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transactionsale, which other disposition or Casualty Event. All calculations of the Borrowing Base and Excess Availability in the Borrowing Base Certificate shall originally be effective made by the Administrative Borrower and certified by a Financial Officer of the Administrative Borrower; provided, that the Administrative Agent and/or the Collateral Agent may from time to time review and adjust any such calculation, each in its Permitted Discretion (i) to reflect its reasonable estimate of declines in value of any Collateral included in the Borrowing Base due to Collections received, (ii) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral, and (iii) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect, as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following most recently delivered to the date of Administrative Agent, the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such delivery.Reserves;

Borrowing Base Certificates. The US By the 15th day of each month, Borrower and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Agent shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each Lender a Borrowing Base Certificate prepared as of the close of business of the previous month; provided that, in addition to such monthly Borrowing Base Certificate, (a) during any Xxxxx 0 Xxxxxxxxx Xxxxxxx Period, Borrower Agent shall also deliver to Lender a Borrowing Base Certificate on a semi-monthly basis, and related Supporting Information in no event no later than the (i) 15th day of each calendar month, prepared as of the close of business of the previous calendar month and (ii) by the last Business Day of each calendar month, prepared as of the close of business on the last Business Day day of the applicable previous month commencing with the month ending August 31second full week of each calendar month, 2017and (b) during any Xxxxx 0 Xxxxxxxxx Xxxxxxx Period, Borrower Agent shall also deliver to Lender a Borrowing Base Certificate on a weekly basis, and in no event no later than (x) the 30th day after the last 5th day of each month ending August 31week, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a 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 on Friday the last day of the previous preceding week; provided, which however, that during any period when an Event of Default exists, Borrower Agent shall deliver a Borrowing Base Certificates and Supporting Information Certificate as frequently as shall be requested by Lender. All calculations of the LC Obligations and Excess Availability in standard form unless otherwise reasonably agreed any Borrowing Base Certificate shall originally be made by Borrower and certified by a Senior Officer, provided that, Lender may from time to by the Administrative Agent; it being understood that time review and adjust any such calculation (a) Inventory amounts shown to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended 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 Dominion Account or otherwise), and ; (b) the amount of Eligible Accounts shown to adjust advance rates to reflect changes in such Borrowing Base Certificate dilution, quality, mix and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended monthother factors affecting Collateral; and (c) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth extent the calculation is not made in accordance with this Agreement or does not accurately reflect the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryAvailability Reserve.

Borrowing Base Certificates. The US Borrower and As soon as available but in any event on or prior to the Canadian Borrower, respectively 20th day of each calendar month (or the Lead Borrower on their behalfmore frequently as required below), shall deliver to the Administrative Collateral Agent (and the Administrative Agent which shall promptly deliver provide copies of the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day day of the applicable previous immediately preceding fiscal month commencing (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower, a subsequent date), together with such supporting information in connection therewith as the month ending August 31Collateral Agent may reasonably request, 2017which may include, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided thatwithout limitation, (i) during Inventory reports by category and location, together with a reconciliation to the continuance corresponding Borrowing Base Certificate, (ii) a reasonably detailed calculation of Eligible Inventory, and (iii) a Cash Dominion Periodreconciliation of the Borrowers’ Inventory between the amounts shown in the Borrowers’ ledger balance and any Inventory reports delivered pursuant to clause (i) above, and (iv) if a Receivables Trigger Event shall have occurred and be continuing, a reasonably detailed aging of the Borrowers’ Accounts that are subject to an applicable Master Intercompany Agreement; provided that if Excess Availability is less than $15,000,000 at any time, and in such case continuing until such time as Excess Availability is greater than or equal to $15,000,000 for a period of 30 consecutive days, as certified by the Borrowers to the Collateral Agent, the relevant Borrower Borrowers shall deliver a Borrowing Base Certificate and such supporting information on Wednesday of each week (or if Wednesday is not a Business Day, on the 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 weeklynext succeeding Business Day), with delivery required within 4 Business Days after the end of the applicable previous week prepared as of the close of business on Friday the immediately preceding Saturday, together with such other information in respect of the previous weekCollateral as the Collateral Agent shall reasonably request; and provided, which further, that any Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed Certificate delivered other than with respect to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will month’s end may 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) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined estimates by the Lead Borrower) in excess Borrowers of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (Shrink and other amounts as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliverydeem necessary.

Borrowing Base Certificates. The US Borrower (i) Each of the Company and each Eligible Subsidiary Guarantor shall keep accurate and complete records of its Accounts and (i) on the Canadian BorrowerClosing Date and thereafter as frequently as the Agent shall require, respectively (or but not less frequently than on March 20, 2000, the Lead Borrower on their behalf), Company shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate covering all the Company's and related Supporting Information prepared the Eligible Subsidiary Guarantors' Accounts as of the close of business on the last Business Day of the applicable previous month commencing with the month ending August January 31, 20172000, no later than (x) in the 30th day after the last day case of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, (i) during the continuance of a 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 on Friday of the previous week, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information Certificate delivered on a weekly basis will be based on the Inventory amount (x) set forth Closing Date, and as of February 29, 2000, in the most recent weekly report, where possible, and (y) for case of 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) the amount of Eligible Accounts shown in such Borrowing Base Certificate to be delivered on March 20, 2000; PROVIDED, that unless a Default or an Event of Default shall have occurred and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly reportcontinuing, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as deemed to be: $21,097,000 for purposes of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver calculating the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly), provided that (x) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver under the Borrowing Base Certificate delivered on a weekly basis the Closing Date; $30,079,000 for at least 45 days following the date purposes of the first such weekly delivery, and (y) if the Borrowers elect to deliver calculating the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver under the Borrowing Base Certificate delivered on March 20, 2000; and Supporting Information on the amount determined pursuant to CLAUSE (ii) below for purposes of calculating the Borrowing Base under each Borrowing Base Certificate delivered pursuant to CLAUSE (ii) below. The Company shall make available to the Agent for its inspection, upon demand, the original copy of all documents (and will deliver any such basis for at least 60 days following original copy to the date Agent if required by the Agent to enforce its rights and remedies hereunder), including, without limitation, invoices, Accounts agings, repayment histories, present status reports and shipment reports, relating to the Accounts included in any Borrowing Base Certificate and such other matters and information relating to the status of then existing Accounts as the first such deliveryAgent shall reasonably request.

Borrowing Base Certificates. The US Borrower By the 15th day of each month, Borrowers and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), DashAmerica shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared as of the close of business on the last Business Day of the applicable previous month commencing with the month ending August 31month, 2017, no later than (x) the 30th day after the last day of each month ending August 31, 2017, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of at such monthother times as Agent may request; provided that, that (i) during the continuance of a Cash Dominion any Trigger Period, or (ii) at the relevant Borrower (or the Lead Borrower on their behalf) option of Borrowers, Borrowers and DashAmerica shall deliver to the Administrative Agent required Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by on a weekly basis no later than the Administrative Agent) (but not more frequently than weeklyfourth Business Day of each week, with delivery required within 4 Business Days after the end of the applicable previous week prepared as of the close of business on Friday of the previous week, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood provided further that (a) Inventory amounts shown in the Borrowing Base Certificates and Supporting Information delivered on a weekly basis will be based on the Inventory amount (x) set forth in the most recent weekly report, where possible, and (y) for the most recently ended 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) the amount of Eligible Accounts shown in such Borrowing Base Certificate and Supporting Information will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that Borrowers exercise their option to deliver weekly Borrowing Base Certificates set forth in clause (ii) above, Borrowers and DashAmerica shall continue to deliver weekly Borrowing Base Certificates thereafter for a period not shorter than 6 weeks and shall provide Agent with two weeks’ prior written notice thereafter if Borrowers desire to return to monthly delivery of Borrowing Base Certificates (if such reporting is otherwise permitted pursuant to the terms of this Section). All calculations of Availability in 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 shall originally be made by Borrowers and Supporting Information giving pro forma effect to such Specified Transaction, which shall be effective as of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” DashAmerica and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates certified by a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined by the Lead Borrower) in excess of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates and Supporting Information more frequently than the time period specified in Section 5.01(l) (but in any case not more frequently than weekly)Senior Officer, provided that Agent may from time to time review and adjust any such calculation (xa) if to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Borrowers elect Dominion Account or otherwise; (b) to deliver adjust advance rates to reflect changes in dilution (without duplication of dilution reserves), quality, mix and other factors affecting Collateral; and (c) to the Borrowing Base Certificates and Supporting Information on extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Notwithstanding the foregoing, Agent will not use a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly single basis for at least 45 days following the date of the first such weekly delivery, adjustment to both establish new Availability Reserves and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryreduce advance rates.

Borrowing Base Certificates. The US Borrower and the Canadian Borrower, respectively (or the Lead Borrower on their behalf), Borrowers shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver the same to the Lenders) each a Borrowing Base Certificate and related Supporting Information prepared each month, on the 15th day of such month, in which the Borrowing Base shall be calculated as of the close of business on the last Business Day of the applicable previous month commencing with the month ending August 31, 2017, no later than (x) the 30th day after the last day of the immediately preceding month (each month ending August 31a “Monthly Borrowing Base Certificate”); provided, 2017however, September 30, 2017, October 31, 2017 and November 30, 2017 and (y) thereafter, the 20th day of such month; provided that, that (i) during if on any date Availability (as reflected in a Borrowing Base Certificate or as independently determined by Agent) is less than $30,000,000, then Agent may also require Borrowers to deliver a Borrowing Base Certificate on or before the continuance third Domestic Business Day of each week, in which the Borrowing Base shall be calculated as of the last day of the immediately preceding week (each a Cash Dominion Period, the relevant Borrower “Weekly Borrowing Base Certificate”); and (ii) if on any date Availability is less than $8,000,000 or the Lead Borrower aggregate amount of outstanding Revolver Loans exceeds the Formula Amount as shown on their behalf) shall the last Borrowing Base Certificate or as otherwise calculated by Agent, then, without limiting any other right or remedy of Agent or Lenders hereunder as a consequence of any such Out-of-Formula Condition, Agent may also require Borrowers to deliver to the Administrative Agent a Borrowing Base Certificate on each Domestic Business Day (each a “Daily Borrowing Base Certificate”); and provided further, however, that, if Agent shall require Borrowers to submit Borrowing Base Certificates and Supporting Information more frequently (as reasonably determined by the Administrative Agent) (but not more frequently than weeklyonce a month, with delivery required within 4 Business Days after the end calculations shown in each Daily Borrowing Base Certificate or Weekly Borrowing Base Certificate, as applicable, need show only changes in the Accounts and the components of the applicable previous week prepared as Accounts (for the avoidance of doubt the close other components of business on Friday of the previous week, which Borrowing Base Certificates and Supporting Information shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that (a) Inventory amounts shown in the Borrowing Base Certificates shall be adjusted at the time of and Supporting Information delivered reflected on a weekly basis will each subsequent Monthly Borrowing Base Certificate). All calculations of Availability in connection with the preparation of any Borrowing Base Certificate shall originally be based on made by Borrowers and certified to Agent, provided that Agent shall have the Inventory amount (x) set forth right to review and adjust, in the most recent weekly reportexercise of its credit judgment, where possibleany such calculation (A) to reflect its reasonable estimate of any decline in value of Collateral described therein, (B) to the extent that such calculation is not made by Borrowers in accordance with this Agreement, and (yC) for to the most recently ended month for which extent that 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) calculation does not accurately reflect the amount of Eligible Accounts the Availability Reserve. In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown in on the Borrowing Base Certificate last received by Agent prior to such date, as such Borrowing Base Certificate and Supporting Information will may be based on adjusted by Agent as herein authorized. With the amount delivery of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month) (or, when available, ineligible Accounts set forth in the most recent weekly report), (ii) in the event that any Loan Party consummates a Specified Transaction, the Lead Borrower may deliver an updated version of the relevant each Borrowing Base Certificate or Borrowing Base Certificates and Supporting Information giving pro forma effect Certificate, Borrowers shall deliver to such Specified Transaction, which shall be effective as Agent a report of the date of consummation of such Specified Transaction, subject to the limitations set forth in the definitions of “Canadian Borrowing Base” and “US Borrowing Base”, (iii) in the event (x) any Loan Party consummates a Disposition (other than Dispositions in the ordinary course of business) to any Person (other than a Loan Party) that results in the Disposition of ABL Priority Collateral with a value (as reasonable determined Inventory Reliance covered by the Lead Borrower) in excess period of $10,000,000 or (y) the Lead Borrower designates (or redesignates) any subsidiary with a value (as reasonably determined by the Lead Borrower) in excess of $10,000,000 as an Unrestricted Subsidiary, the Lead Borrower shall deliver updated Borrowing Base Certificates and Supporting Information at the time of or prior to the consummation of such Disposition, and (iv) the Borrowers may elect to deliver the Borrowing Base Certificates Certificate, in form 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 Borrowers elect substance satisfactory to deliver the Borrowing Base Certificates and Supporting Information on a weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate on a weekly basis for at least 45 days following the date of the first such weekly delivery, and (y) if the Borrowers elect to deliver the Borrowing Base Certificates and Supporting Information on a less frequent than weekly basis, they shall be required to continue to deliver the Borrowing Base Certificate and Supporting Information on such basis for at least 60 days following the date of the first such deliveryAgent.