Borrowing Base Certificates. On the Closing Date and on or before the twentieth day of each month (as of the close of the previous month), the Lead Borrower shall deliver to the Administrative Agent, and to the Collateral Agent upon its request, (and the Administrative Agent shall promptly deliver to the Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as the Administrative Agent may request in its reasonable discretion. All calculations of Availability in connection with any Borrowing Base Certificate originally shall be made by the Lead Borrower and certified by a Responsible Officer to the Administrative Agent and the Lenders; provided that the Administrative Agent shall have the right to review and adjust, in the exercise of its Permitted Discretion, any such calculation # to reflect its reasonable estimate of declines in value of any of the Collateral described therein and # to the extent that such calculation is not in accordance with this Agreement or does not accurately reflect the amount of the applicable Reserve. In no event shall # the U.S. Borrowing Base on any date be deemed to exceed the amount of the U.S. Borrowing Base, # the U.S. FILO Borrowing Base on any date be deemed to exceed the amount of the U.S. FILO Borrowing Base or (c or # the Canadian Borrowing Base on any date be deemed to exceed the amount of the Canadian Borrowing Base, in each case shown on the Borrowing Base Certificate last received by the Administrative Agent prior to such date, as such Borrowing Base Certificate may be adjusted from time to time by the Administrative Agent as herein authorized; provided, further, when Availability is less than the greater of # 12.5% of the Line Cap and # $75,000,000, in each case for 5 consecutive Business Days, then the Borrowing Base Certificate will be required to be delivered on each Wednesday of such month (beginning with the Wednesday occurring during the first full calendar week of such month), the Lead Borrower shall deliver to the Administrative Agent, and to the Collateral Agent upon its request, a Borrowing Base Certificate, updated as of the close of business on the last Business Day of the immediately preceding calendar week (it being understood that inventory amounts shown in such Borrowing Base Certificate will be based on the inventory amount for the most recently ended month) unless the Collateral Agent otherwise agrees (or if Wednesday is not a Business Day, on the next succeeding Business Day); provided, further, the Lead Borrower may deliver updates to the Canadian Allocated U.S. Availability component of the Borrowing Base so long as # no Liquidity Event is continuing, # such allocation does not occur more than once per month, # any such allocation shall be subject to a Reserve under the U.S. Borrowing Base and # such allocation does not result in an Overadvance; provided, further, with respect to calculation of clause (b) of each of the definitions of “Canadian Borrowing Base” and “U.S. Borrowing Base,” the Lead Borrower shall only be required to provide in the Borrowing Base Certificates the calculation of subclause # thereof for the last month of each fiscal quarter, but if at any time when subclause # is calculated it becomes the operative prong, then both subclauses [(x) and (y)])] must be calculated on a monthly basis until subclause # becomes the operative prong for 3 consecutive months. Upon any sale or other disposition of any Collateral having an aggregate book value in excess of 10% of the then existing Borrowing Base, Lead Borrower shall deliver to the Administrative Agent an updated Borrowing Base Certificate, prepared after giving effect to such sale or other disposition.

Borrowing Base. For the period from and including the Fourth Amendment Effective Date to but excluding the next Scheduled Redetermination Date, the amount of the Borrowing Base shall be $400,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments prior to the next Scheduled Redetermination Date from time to time pursuant to [Section 2.07(e)], [Section 2.07(f)] or [Section 8.13(c)].

Borrowing Base. Agent shall have received a duly executed Borrowing Base Certificate which shall indicate that the aggregate amount of Eligible Accounts and Eligible Inventory is sufficient in value and amount to support Revolving Advances and Letters of Credit in the amount requested by Borrowers on the Closing Date;

Borrowing Base. Not applicable.

Borrowing Base. If, at any time, the Revolver Usage on such date exceeds the lesser of the Borrowing Base or the Maximum Revolver Amount (any such excess being referred to as the “Overadvance”), then Borrowers shall, within one (1) Business Day, prepay the Obligations in accordance with Section 2.4(f) in an aggregate amount equal to any such excess, as applicable, except as otherwise provided with respect to any Protective Advance or Overadvance by Agent made in accordance with Section 2.3(d). Notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan Documents, Borrower Agent and the other Borrowers shall not request, and Agent and Lenders shall not be required to make or provide, Advances or Letters of Credit, at any time that there exists an Overadvance.

Borrowing Base Certificates. The Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders[[Borrower:Organization]] monthly Borrowing Base Certificates by the 15th Business Day of each month prepared as of the close of business on the last Business Day of the previous month or if a Liquidity Event shall have occurred and be continuing, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by the third Business Day of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent. All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation # to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve or # if any Loan Party disposes of any Mortgaged Property which is included in the Borrowing Base. By the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending September 30, 2015[[Borrower:Organization]], the Borrower shall deliver updates, if any, to Schedule 2(b[[Borrower:Organization]] to the Collateral Questionnaire to reflect all locations of Inventory at the end of the fiscal quarter then ended.

Borrowing Base. Agent shall have received evidence from Borrowers that the aggregate amount of Eligible Receivables, is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date;

Borrowing Base Certificates. The Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the Lenders[[Borrower:Organization]] monthly Borrowing Base Certificates by the 15th Business Day of each month prepared as of the close of business on the last Business Day of the previous month or if a Liquidity Event shall have occurred and be continuing, the Borrower shall deliver to the Administrative Agent weekly Borrowing Base Certificates by the third Business Day of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent. All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Responsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation # to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve or # if any Loan Party disposes of any Mortgaged Property which is included in the Borrowing Base. By the 20th day after the end of each fiscal quarter (commencing with the fiscal quarter ending September 30, 2015[[Borrower:Organization]], the Borrower shall deliver updates, if any, to Schedule 2(b[[Borrower:Organization]] to the Collateral Questionnaire to reflect all locations of Inventory at the end of the fiscal quarter then ended.

Borrowing Base. Agent shall have received evidence from Borrowers that the aggregate amount of Receivables and Inventory is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date;

Borrowing Base Certificates. Concurrently with the financial statements of the Borrower furnished to the Lender pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements]: # a Borrowing Base Certificate as of the last day of the immediately preceding financial period in the form of [Exhibit 8.3].4.6 hereto, appropriately completed, executed and delivered by an Authorized Officer, together with a detailed sales register, a cash receipts journal and a purchase journal showing sales, receipts and purchases for the preceding week and a schedule of accounts and schedule of net fixed assets as of the end of the immediately preceding financial period; and