Certificate. The EnTrust Contributor shall have delivered to the Permal Contributor a certificate of the EnTrust Contributor, executed by an executive officer of the EnTrust Contributor, stating that the conditions set forth in Sections 8.2(a), (b), (c) and (d) have been completed.

Certificate. The [[Administrative Agent:Organization]] shall have received a certificate of each [[Loan Party:Organization]] dated as of the Third Amendment Effective Date (in sufficient copies for each [[Organization A:Organization]]) executed by a Responsible Officer of such [[Loan Party:Organization]] # certifying and attaching the resolutions adopted by such [[Loan Party:Organization]] approving or consenting to the Revolving Facility Increase, the Revolving Facility Extension and this Amendment, # in the case of the ​, certifying that, before and after giving effect to the Revolving Facility Increase, # the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are # with respect to representations and warranties that contain a materiality qualification, true and correct (subject to the materiality qualifications set forth therein) on and as of the Third Amendment Effective Date and # with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the Third Amendment Effective Date, and the representations and warranties contained in subsections [(a) and (b) of Section 5.05] of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of [Section 6.01] of the Credit Agreement, and # no Default or Event of Default exists and # attaching evidence of the good standing, existence or its equivalent of such [[Loan Party:Organization]].

"Borrowing Base Certificate" means a certificate prepared by the Servicer setting forth the calculation of the Borrowing Base as of the applicable date of determination, substantially in the form of [Exhibit B] hereto.

promptly but no later than five Business Days after the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph;

“Inventory Advance Rate” means, with respect to any calculation of the Inventory Component in connection with a calculation of the Borrowing Base in any Borrowing Base Certificate, the applicable percentage set forth below opposite the date below that is the first day of any calendar month that is the closest to the date by which such Borrowing Base Certificate is required to be delivered (e.g., November 1 in the case of a Borrowing Base Certificate required to be delivered on October 18):

“Applicable Margin” means: # if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is equal to or greater than 1.85 times the Combined Debt Amount (as of the most recently delivered Borrowing Base Certificate), # with respect to any ABR Loan, 1.00% per annum, and # with respect to any Eurocurrency Loan or SOFR Loan, 2.00% per annum and # if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is less than 1.85 times the Combined Debt Amount (as of the most recently delivered Borrowing Base Certificate), # with respect to any ABR Loan, 1.25% per annum, and # with respect to any Eurocurrency Loan or SOFR Loan, 2.25% per annum. Any change in the Applicable Margin due to a change in the ratio of the Borrowing Base to the Combined Debt Amount as set forth in any Borrowing Base Certificate shall be effective from and including the day immediately succeeding the date of delivery of such Borrowing Base Certificate; provided that # if any Borrowing Base Certificate has not been delivered in accordance with Section 5.01(d), then from and including the day immediately succeeding the date on which such Borrowing Base Certificate was required to be delivered, the Applicable Margin shall be the Applicable Margin set forth in [clause (b) above], to and including the date on which the required Borrowing Base Certificate is delivered, and # at any time that an Event of Default has occurred and is continuing, the Applicable Margin shall be the Applicable Margin set forth in [clause (b) above], to but excluding the date on which such Event of Default shall cease to be continuing.

Borrowing Procedure. Unless Borrower and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”), each Syndicated Borrowing, each conversion of a Portion from one Type to the other, and each continuation of a Term SOFR Portion shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than 12:00 noon # three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of a Term SOFR Portion or of any conversion of a Term SOFR Portion to a Base Rate Portion and # on the requested date of any Borrowing of a Base Rate Portion. Each telephonic notice by Borrower

Borrowing Procedures. Unless Borrower and Administrative Agent have entered into a Sweep Agreement with respect to Swing Line Loans, each Swing Line Borrowing shall be made upon Borrower’s irrevocable notice to Swing Line Lender and Administrative Agent, which may be given by telephone. Each such notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify # the amount to be borrowed, and # the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a written Swing Line Loan Request, appropriately completed and signed by a Responsible Officer of Borrower. Any telephonic request for a Swing Line Loan by Borrower shall be promptly confirmed by submission of a properly completed Swing Line Loan Request, signed by a Responsible Officer of Borrower, to Swing Line Lender and Administrative Agent, but failure to deliver a Swing Line Loan Request shall not be a defense to payment of any Swing Line Borrowing. Neither Swing Line Lender nor Administrative Agent shall have any liability to Borrower for any loss or damage suffered by Borrower as a result of Swing Line Lender’s or Administrative Agent’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Swing Line Lender or Administrative Agent by Borrower and neither Swing Line Lender nor Administrative Agent shall have any duty to verify the origin of any such communication or the identity or authority of the Person sending it. Promptly after receipt by Swing Line Lender of any telephonic Swing Line Loan Request, Swing Line Lender will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Swing Line Loan Request and, if not, Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless Swing Line Lender has received notice (by telephone

Term Borrowing. Subject to the terms and conditions set forth herein, each Term [[Organization A:Organization]] severally agrees to make a single loan to the ​, in Dollars not to exceed such Term [[Organization A:Organization]]’s Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term ​ in accordance with their respective Term Commitment. The Term Borrowing once repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Whenever the ​ desires that the Swingline [[Organization A:Organization]] make Swingline Loans the ​ shall give the Swingline [[Organization A:Organization]] irrevocable telephonic notice (which telephonic notice must be received by the Swingline [[Organization A:Organization]] not later than 12:00 p.m. on the proposed date of Borrowing) confirmed promptly in writing by a Swingline Loan Notice, specifying # the amount to be borrowed, # the requested date of Borrowing (which shall be a Business Day), and # instructions for the remittance of the proceeds of such Loan. Each borrowing under the Swingline Sublimit shall be in an amount equal to $100,000 or a whole multiple thereof. Promptly thereafter, on the date of Borrowing specified in a Swingline Loan Notice, the Swingline [[Organization A:Organization]] shall make available to the ​ an amount in immediately available funds equal to the amount of the Swingline Loan to be made by depositing such amount in the account designated in writing to the [[Administrative Agent:Organization]] by the ​. Unless a Swingline Loan is sooner refinanced by the advance of a Revolving Loan pursuant to [Section 2.04(c)(i)], such Swingline Loan shall be repaid by the ​ no later than ten (10) Business Days after the advance of such Swingline Loan.