Common use of Borrowing Base Reports Clause in Contracts

Borrowing Base Reports. By the 10th Business Day of each Fiscal Month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Report as of the close of business of the previous Fiscal Month; provided that during a Reporting Trigger Period, Borrowers shall deliver a Borrowing Base Report on Wednesday of each week, as of the immediately preceding Sunday; provided, further, that if no Letters of Credit with an aggregate face amount greater than $10,000,000 are outstanding and there are no Loans outstanding (other than Loans made to pay unused line fees, fees with respect to Letters of Credit and Agent’s reimbursable fees and expenses, in each case, which are repaid by Borrowers within 5 Business Days after the applicable Loan is made), in each case, at any time during any calendar quarter, Borrowers shall deliver to Agent, by the 10th Business Day after the end of such Fiscal Quarter, a Borrowing Base Report as of the last day of such quarter. All information (including calculation of Availability) in a Borrowing Base Report shall be certified by Borrowers. Agent may from time to time adjust such report (a) to reflect Agent’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Account or otherwise; (b) to reasonably adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent any information or calculation does not comply with this Agreement; provided, no such adjustments shall be made unless Agent has provided at least 3 Business Days advance notice to Borrower Agent (during which period (i) Agent shall be available to discuss any such adjustments with Borrower Agent and (ii) the calculation of Availability with respect to the extension of Loans or issuance Letters of Credit hereunder shall take into account such adjustment if such adjustment is to reduce Availability).

Borrowing Base Reports. By (i) So long as no Dominion Trigger Period exists and no Revolver Loans were outstanding during such quarter, by the 10th Business Day 20th day of each Fiscal Monthquarter, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Report as of the close of business of the previous Fiscal Month; provided that month, (ii) so long as no Dominion Trigger Period exists but Revolver Loans are outstanding for more than 5 consecutive Business Days during a Reporting Trigger Periodthe previous month, Borrowers shall deliver a Borrowing Base Report on Wednesday by the 20th day of each week, as of the immediately preceding Sunday; provided, further, that if no Letters of Credit with an aggregate face amount greater than $10,000,000 are outstanding and there are no Loans outstanding (other than Loans made to pay unused line fees, fees with respect to Letters of Credit and Agent’s reimbursable fees and expenses, in each case, which are repaid by Borrowers within 5 Business Days after the applicable Loan is made), in each case, at any time during any calendar quartermonth, Borrowers shall deliver to Agent, by the 10th Business Day after the end of such Fiscal Quarter, Agent (and Agent shall promptly deliver to Lenders) a Borrowing Base Report as of the close of business of the previous month and (iii) during the existence of a Dominion Trigger Period, by the third Business Day of each week, Borrowers shall deliver to Agent (and Agent shall promptly deliver to Lenders) a Borrowing Base Report as of the close of business of the previous week; provided, that with respect to such weekly reporting in clause (iii) above, during the Cash Dominion Waiver Period or at any other times as approved by Agent, each Borrowing Base Report delivered under clause (iii) shall only be required to update Accounts and Inventory which are ineligible as of the last day of such quarterthe previous month. All information (including calculation of Global Availability) in a Borrowing Base Report shall be certified by Borrowers. Agent may from time to time adjust such report (a) to reflect Agent’s reasonable estimate of declines in value Value of Collateral, due to collections received in the applicable Dominion Account or otherwise; (b) to reasonably adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent any information or calculation does not comply with this Agreement; provided, no such adjustments shall be made unless Agent has provided at least 3 Business Days advance notice to Borrower Agent (during which period (i) Agent shall be available to discuss any such adjustments with Borrower Agent and (ii) the calculation of Availability with respect to the extension of Loans or issuance Letters of Credit hereunder shall take into account such adjustment if such adjustment is to reduce Availability).

Borrowing Base Reports. By the 10th Business Day of each Fiscal Month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a (x) Borrowing Base Report as of the close of business of the previous Fiscal Month; provided that during a Reporting Trigger Period, Borrowers shall deliver a Borrowing Base Report on Wednesday month by the fifteenth day of each weekmonth (or, as of the immediately preceding Sunday; provided, further, that if no Letters of Credit with an aggregate face amount greater than $10,000,000 are outstanding and there are no Loans outstanding (other than Loans made to pay unused line fees, fees with respect to Letters of Credit and Agent’s reimbursable fees and expenses, in each case, which are repaid by Borrowers within 5 Business Days after the applicable Loan is made), in each case, at any time during any calendar quarter, Borrowers shall deliver to Agent, by the 10th Business Day after the end of such Fiscal Quarter, a Borrowing Base Report as of the last day close of business of the month ending October 31, 2022, by November 30, 2022) and at such quarterother times as Agent may request (including, without limitation, following the occurrence and during the continuance of any Event of Default) and (y) commencing on December 7, 2022 with respect to the week ending December 2, 2022, roll-forwards of all invoiced Accounts and collections and Inventory reports, together with accounts payable aging, in each case, as of the close of business of the previous week by the third (3rd) Business Day of each week (it being understood and agreed that with respect to the first weekly reports delivered hereunder on December 7, 2022, with respect to the week ending December 2, 2022, no roll-forwards shall be required). Each Borrowing Base Report shall (a) be accompanied by schedules which provide detail supporting such Borrowing Base Report, including, without limitation, an accounts receivable aging, accounts payable aging, sales/invoice registers and collection journals, and a detailed report of all Accounts that are not Eligible Accounts and (b) include a current Schedule 8.6.1 of the Disclosure Certificate, which has been updated as of the end of the immediately preceding month in accordance with Section 8.6.1, all in form and substance satisfactory to Agent in its discretion. All information (including a calculation of AvailabilityAvailability and Qualified Cash) in a Borrowing Base Report shall be certified by Borrowers. Agent may from time to time adjust such report (ax) to reflect Agent’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Account or otherwise; (by) to reasonably adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (cz) to the extent any information or calculation does not comply with this Agreement; provided, no such adjustments shall be made unless Agent has provided at least 3 Business Days advance notice to Borrower Agent (during which period (i) Agent shall be available to discuss any such adjustments with Borrower Agent and (ii) the calculation of Availability with respect to the extension of Loans or issuance Letters of Credit hereunder shall take into account such adjustment if such adjustment is to reduce Availability).

Borrowing Base Reports. By the 10th Business Day 15th day of each Fiscal Monthmonth, Borrowers Borrower shall deliver to Agent (and Agent shall promptly deliver same to Lenders) Lender a Borrowing Base Report as of the close of business of the previous Fiscal Month; provided that during month. During a Reporting Trigger Period, Borrowers Borrower also shall deliver a Borrowing Base Report Reports on Wednesday such more frequent basis as Lender may request from time to time in its reasonable discretion. In addition to the foregoing Borrowing Base Reports, Borrower shall deliver to Lender a weekly gross Accounts report on or before the Friday of each week, reflecting all outstanding Accounts as of the immediately preceding Sunday; provided, further, that if no Letters of Credit with an aggregate face amount greater than $10,000,000 are outstanding and there are no Loans outstanding (other than Loans made to pay unused line fees, fees with respect to Letters of Credit and Agent’s reimbursable fees and expenses, in each case, which are repaid by Borrowers within 5 Business Days after the applicable Loan is made), in each case, at any time during any calendar quarter, Borrowers shall deliver to Agent, by the 10th Business Day after the end of such Fiscal Quarterthe preceding week (including, without limitation, Borrower’s accounts payable agings and a Borrowing Base Report as calculation of the last day of such quarterTrailing 60 Day Cash Collections). All information (including calculation of Availability or Average Daily Availability) in a Borrowing Base Report and the weekly gross Accounts report described in the preceding sentence shall be certified by BorrowersBorrower. Agent Each Borrowing Base Report shall be accompanied by bank statements for the Collection Account that supports Borrower’s calculation of the Trailing 60 Day Cash Collections. Lender in its reasonable discretion may from time to time adjust such report Borrowing Base Report (a) to reflect AgentLender’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Collection Account or otherwise; (b) to reasonably adjust the advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent any information or calculation does not comply with this Agreement; provided, no such adjustments shall be made unless Agent has provided at least 3 Business Days advance . Lender will provide prompt notice to Borrower Agent (during which period (i) Agent shall be available to discuss any of each such adjustments with Borrower Agent and (ii) the calculation of Availability with respect to the extension of Loans or issuance Letters of Credit hereunder shall take into account such adjustment if such adjustment is to reduce Availability)adjustment.

Borrowing Base Reports. By the 10th Business Day last day of January, April, July, and October of each Fiscal Monthyear, Borrowers Borrower Agents shall deliver to Agent (and Agent shall promptly deliver the same to Lenders) a Borrowing Base Report ​ for the U.S. Borrowing Base, the U.K. Borrowing Base and the Global Borrowing Base as of the close of business on the last day of the previous calendar quarter; provided, that if a Borrowing Base Reporting Monthly Trigger Period is in effect, Borrower Agents shall, by the 25th day of each month, deliver a Borrowing Base Report to Agent as of the close of business of the previous Fiscal Monthmonth (provided, that in the case of the Borrowing Base Reports determined as of the close of business for the months of January, March, June and September of each year, such Borrowing Base Reports shall be delivered by Borrower Agents to Agent by the last calendar day of the subsequent month (instead of the 25th day of such subsequent month)); and provided further, that during if a Borrowing Base Reporting Weekly Trigger PeriodPeriod is in effect Borrower Agents shall, Borrowers shall no later than Wednesday following the end of each calendar week, deliver a Borrowing Base Report on Wednesday of each week, to Agent prepared as of the immediately preceding Sunday; provided, further, that if no Letters close of Credit with an aggregate face amount greater than $10,000,000 are outstanding and there are no Loans outstanding (other than Loans made to pay unused line fees, fees with respect to Letters of Credit and Agent’s reimbursable fees and expenses, in each case, which are repaid by Borrowers within 5 Business Days after the applicable Loan is made), in each case, at any time during any calendar quarter, Borrowers shall deliver to Agent, by the 10th Business Day after the end business of such Fiscal Quarter, a Borrowing Base Report previous week (except that any ineligible accounts may be calculated as of the last day of such quarterprior month end). All information (including calculation of Availability) in a Borrowing Base Report shall be certified by Borrowers. Agent may from time to time in its Permitted Discretion adjust such report (a) to reflect Agent’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Account or otherwise; (b) to reasonably adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting CollateralAccounts; and (c) to the extent any information or calculation does not comply with this Agreement; provided, no such adjustments shall be made unless Agent has provided at least 3 Business Days advance notice to Borrower Agent (during which period (i) Agent shall be available to discuss any such adjustments with Borrower Agent and (ii) the calculation of Availability with respect to the extension of Loans or issuance Letters of Credit hereunder shall take into account such adjustment if such adjustment is to reduce Availability).”